Common use of Company Action Clause in Contracts

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC as promptly as practicable on the date on which Parent and Merger Sub file the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”) that ), which shall, subject to the provisions of Section 6.3(e)5.6, contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with , and which shall include the applicable provisions fairness opinion of the Exchange Act Company Financial Advisor referenced in Section 2.21 and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply its stockholders, in each case, as and to the extent required by the Securities Laws. Parent and Merger Sub agree to furnish promptly to the Company all information concerning Parent and Merger Sub required by Securities Laws to be set forth in Schedule 14D-9. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, amended or supplemented to be filed with the SEC and disseminated to the Company Stockholders, in each case its stockholders as and to the extent required by the Exchange ActSecurities Laws. The ParentUnless the Company Board has effected a Company Adverse Change Recommendation, the Purchaser and their counsel Parent shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments or supplements thereto before it is they are filed with the SECSEC or disseminated to the Company’s stockholders, and the Company shall give due good faith consideration to all the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the The Company shall provide the Parent, the Purchaser and their counsel with copies of respond as promptly as reasonably practicable to any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and shall provide copies of such commentscomments to Parent promptly upon receipt, shall provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and any written or oral responses thereto. The Parent, dissemination to the Purchaser and their counsel shall be given Company’s stockholders to allow Parent a reasonable opportunity to review any such written responses and the Company comment and shall give due good faith consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall promptly (but not later than five (5) business days following the date hereof) furnish Parent with a list of holders of Company Common Stock, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories which, in each case, shall be true and correct as of the most recent practicable date, and the Company shall provide to Parent such additional information (including updated lists of holders of Company Common Stock, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for the sole purpose of disseminating the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC to and communicating with respect to the Offer to the holders of Company Common Stock. If this Agreement is terminated in accordance with Article VIII or if the Offer is otherwise terminated, Parent and its Representatives shall promptly deliver or cause to be delivered to the Company all copies of the information specified in the preceding sentence then in their possession. All such information forwarded pursuant to the second sentence of this Section 1.2(a) shall be held by Parent and Merger Sub in confidence in accordance with the Confidentiality Agreement. (together with all amendments, supplements and exhibits theretob) On the Offer Commencement Date, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed file with the SEC and on the date first published, sent or given disseminate to holders of the Shares, not to contain any untrue statement shares of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company StockholdersCommon Stock, in each case as and to the extent required by applicable Law, including U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Exchange Act“Schedule 14D-9”) that, subject to Section 6.3, shall reflect the Company Offer Recommendation. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The ParentCompany 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 holders of Company Common Stock, in each case as and to the Purchaser extent required by applicable Law, including U.S. federal securities laws and their the rules and regulations of Nasdaq. (c) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto all comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, the The Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of any (i) all comments and other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its Parent, Merger Sub and their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review any such written responses participate in the Company’s response to those comments and to provide comments with respect to that response (to which reasonable and good faith consideration shall be given), including by participating with the Company shall give due consideration or its counsel in all discussions and meetings with the SEC. (d) Prior to the reasonable additions, deletions or changes suggested thereto by the ParentExpiration Date, the Purchaser and their counsel. After the commencement Compensation Committee of the Offer, Company’s Board of Directors (the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i“Compensation Committee”) shall take all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment compensation, severance and employee benefit agreements and arrangements that have been or shall be entered into or granted by Law the Company, Parent, or (ii) as contemplated any other of their respective Affiliates with or permitted by Section 6.3to current or future directors, officers, or employees of the Company and its subsidiaries, to ensure that all such agreements and arrangements satisfy the safe harbor provisions of Rule 14d-10(d)(2).

Company Action. (a) Schedule 14D-9. On The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the date SEC, as promptly as practicable after the filing by Parent of the Offer Documents are filed with the SEC the Company shall(and in any event within ten (10) business days following such filing), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”) that ), which shall, subject to the provisions of Section 6.3(e7.2(e) and Section 1.1(h), contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Recommendation with respect to the applicable provisions of Offer and the Exchange Act Fairness Opinions, and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply holders of Shares, in all each case, as and to the extent required by the Securities Laws. Subject to Section 7.2(e) and Section 1.1(h), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to shall cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case Company’s stockholders as and to the extent required by the Exchange ActSecurities Laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto before it is they are filed with the SEC, and SEC or disseminated to the holders of Shares. The Company shall give due consideration respond as promptly as reasonably practicable to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and provide copies of such comments, comments to Parent promptly upon receipt and any written or oral copies of proposed responses thereto. The Parent, the Purchaser and their counsel shall be given to Parent a reasonable opportunity time prior to review any such written responses and the Company shall give due consideration filing or dissemination to the reasonable additions, deletions or changes suggested thereto allow for meaningful comment by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On the date The Company hereby approves of and consents to the Offer Documents are filed and represents that the Board of Directors, including all of the disinterested directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 180.1141 of the BCL, and (ii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Newco and approve and adopt this Agreement and Merger; provided, that such recommendation may be withdrawn, modified or amended if, the Company reasonably determines in good faith, based on the advice of outside legal counsel to the Company, that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. (b) The Company hereby agrees to file with the SEC as soon as practicable on the Company shall, in date of commencement of the Offer a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “"Schedule 14D-9”") that shall, subject to containing the provisions of recommendation described in Section 6.3(e1.2(a), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Newco each agree promptly to promptly correct any information provided by such party them for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Notwithstanding anything to the Exchange Act. The Parentcontrary in this Agreement, the Purchaser Board of Directors may withdraw, modify or amend its recommendation if the Company reasonably determines in good faith, based on the advice of outside legal counsel to the Company, that such action is necessary in order for the Board of Directors of the Company to comply with its fiduciary duties under applicable law. To the extent practicable, Parent and their its counsel shall be given a reasonable an opportunity to review and comment upon the Schedule 14D-9 before it is filed and any amendments thereto prior to the filing thereof with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. . (c) In addition, the Company shall provide the Parent, the Purchaser and their counsel connection with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publishpromptly furnish Parent and Newco with mailing labels, sendsecurity position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Newco with such additional information and assistance (including, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consentlimitation, except as (iupdated lists of shareholders, mailing labels and lists of securities positions) as Newco or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Newco and their affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Merger, and, if this Agreement shall be required by Law or (ii) as contemplated or permitted by Section 6.3terminated, will deliver to the Company all copies of such information then in their possession.

Company Action. 7.8.1. The Company shall use its reasonable best efforts to cause the Company Financial Adviser to permit the inclusion of the fairness opinion referred to in Section 3.21 (aor a reference thereto) in the Schedule 14D-914D-9 referred to below and the Proxy Statement referred to in Section 5.3 and a reference to such opinion in the Offer Documents. On The Company hereby consents to the date inclusion in the Offer Documents are filed of the recommendations of the Board described in Section 5.2. 7.8.2. The Company shall file with the SEC SEC, contemporaneously with the Company shallcommencement of the Offer pursuant to Section 7.7, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”") that shallcontaining the statements of the Board described in Section 5.2, subject and shall promptly mail the Schedule 14D-9 to the provisions shareholders of Section 6.3(e), contain the Company Board RecommendationCompany. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Lawthe rules and regulations promulgated thereunder. The Company shall cause the Schedule 14D-9 and Purchaser each agrees promptly to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of shares of Common Stock, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselapplicable federal securities laws. 7.8.3. In addition, the Company shall provide the Parent, the Purchaser and their counsel connection with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of shares of Common Stock, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of shareholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of shares of Common Stock. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Preferred Stock Sale, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Preferred Stock Sale, and, if this Agreement shall be terminated, will not publish, send, or give deliver to the Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, to the extent reasonably practical concurrently with the filing of the Offer Documents are filed with the SEC the Company shallor as soon as practicable thereafter, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board RecommendationRecommendation and shall promptly disseminate the Schedule 14D-9 to the Stockholders as and to the extent required by Rule 14d-9 under the Exchange Act. The Schedule 14D-9 will comply shall include as an exhibit an information statement required in all material respects connection with the applicable provisions of Offer under Rule 14f-1 under the Exchange Act and Delaware corporation Law(as amended or supplemented from time to time, the “Information Statement”). The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9Law. The Company agrees parties agree to use their respective reasonable best efforts to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company StockholdersStockholders together with the Offer Documents. The Company, on the one hand, and the Parent and Merger Sub shall as promptly as reasonably practicable following the Purchaser, on date hereof furnish to the other hand, agree Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the parties agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions any comments (whether written or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, oral) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser Stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in order to communicate the Offer to the Stockholders. Except as required by applicable Law, and except as necessary to communicate regarding the Transactions with the Stockholders, Parent and Merger Sub (and their counsel. After respective Representatives) shall hold in confidence the commencement of information contained in any such labels, listings and files, shall use such information solely in connection with the OfferTransactions, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company will not publishor destroy all copies of such information, sendlabels, listings and files then in their possession or give to Company Stockholders supplemental or revised materials without in the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3possession of their Representatives.

Company Action. (a) Schedule 14D-9. On the date The Company hereby approves of and consents to the Offer Documents are filed and represents that the Board of Directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.1), and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the DGCL, and (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Newco and approve and adopt this Agreement and Merger (the “Board Recommendation”). Notwithstanding anything to the contrary contained herein, the Board Recommendation may be withdrawn, modified or amended in accordance with, and assuming compliance with, Section 7.3 hereof. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. (b) The Company hereby agrees to file with the SEC as soon as practicable on the Company shall, in date of commencement of the Offer a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to containing the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Lawapplicable federal securities laws. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements Each of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Newco agrees promptly to promptly correct any information provided by such party them for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser to Parent and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments or communications which the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such commentsthereof, and any written or oral responses thereto. The Parent, the Purchaser Newco and their counsel shall be given a reasonable opportunity to review any such written responses responses, and the Company shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser Newco and their counsel. After the commencement of . (c) In connection with the Offer, the Company will not publishpromptly furnish or cause the transfer agent for the Shares to furnish Parent and Newco with mailing labels, sendsecurity position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, or give to Company Stockholders supplemental or revised materials and shall furnish Newco with such additional information and assistance (including, without the Parent’s prior written consentlimitation, except as (iupdated lists of stockholders, mailing labels and lists of securities positions) as Newco or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger and any other transactions contemplated by this Agreement, Parent, Newco and their affiliates, associates, agents and advisors shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be required by Law terminated, will deliver to the Company all copies of, and any extracts from or (ii) as contemplated or permitted by Section 6.3summaries of, such information then in their possession.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer. On The Company hereby further consents to the date inclusion in the Offer Documents are filed of such approval and of the recommendation of the Company Board described in Section 4.3(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as provided in Section 6.10. (b) Concurrently with the filing of the Schedule TO by Merger Sub, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to except as provided in Section 6.10, the provisions recommendation of Section 6.3(e), contain the Company Board Recommendationdescribed in Section 4.3(b). The Company shall promptly mail the Schedule 14D-9 will comply to the holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the extent Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments thereto) before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to provide the Parent, the Purchaser Merger and their counsel (i) in writing with copies of any written comments, and shall inform them of any oral commentswhether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (ii) reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company will not publishshall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Merger Sub mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, sendeach as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Company Shares. The Company shall promptly furnish or give cause to be furnished to Merger Sub such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Stockholders supplemental Shares as Parent or revised materials without Merger Sub may reasonably request. Subject to the Parent’s prior written consentrequirements of Law, including applicable stock exchange rules, and except for such steps as (i) as may be required by Law are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or (ii) as contemplated or permitted by Section 6.3the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions.

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC SEC, the Company shall, in shall file with the SEC a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions ability of the Company to make a Recommendation Withdrawal pursuant to and in accordance with Section 6.3(e6.2(e), contain contains the Company Board Recommendation. The Recommendation and shall promptly mail the Schedule 14D-9 will comply in all material respects to the Company Shareholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of all applicable Laws. Parent and Merger Sub shall as promptly as practicable furnish to the applicable United States federal securities Laws Company all information concerning Parent and Delaware corporation Law and, on Merger Sub that is required or reasonably requested by the date first filed with Company for inclusion in the SEC and on the date first published, sent or given to holders Schedule 14D-9. Each of the SharesCompany, not Parent and Merger Sub agrees promptly to contain correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information contains any untrue statement of material fact or omit omits to state any a 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, except no covenant is made by and the Company with respect further agrees to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable Law. (b) Except in connection with (i) an Acquisition Proposal that the Exchange Act. The Company’s Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) constitutes or would reasonably be expected to result in a Superior Proposal or (ii) a Recommendation Withdrawal, in the case of each of clauses (i) and (ii), in accordance with Section 6.2: (A) Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed prior to its filing with the SECSEC (including any amendments or supplements thereto), and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, ; and (B) the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review and provide comments on the response of the Company to those comments. The Company shall use reasonable best efforts to respond promptly to any such written responses and the comments. (c) The Company shall give due consideration as promptly as practicable after the date of this Agreement provide to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, sendMerger Sub, or give cause to Company Stockholders supplemental or revised materials without the Parent’s prior written consentbe provided to Merger Sub, except as (i) a list of the Company’s shareholders as of the most recent practicable date as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositories, and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Company Shareholders, mailing labels and lists of securities positions) as Merger Sub or its agents may be reasonably request in order to communicate the Offer to the Company Shareholders. Except as required by Law applicable Law, and except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or (ii) as contemplated the Offer is otherwise terminated or permitted by Section 6.3withdrawn for any reason, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives.

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC SEC, the Company shall, in shall file with the SEC a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions ability of the Company to make a Recommendation Withdrawal pursuant to and in accordance with Section 6.3(e)6.2, contain contains the Company Board Recommendation. The Recommendation and shall promptly mail the Schedule 14D-9 will comply in all material respects to the Company Shareholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of all applicable Laws. Parent and Merger Sub shall as promptly as practicable furnish to the applicable United States federal securities Laws Company all information concerning Parent and Delaware corporation Law and, on Merger Sub that is required or reasonably requested by the date first filed with Company for inclusion in the SEC and on the date first published, sent or given to holders Schedule 14D-9. Each of the SharesCompany, not Parent and Merger Sub agrees promptly to contain correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information contains any untrue statement of material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect further agrees to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable Law. (b) Except in connection with (i) an Acquisition Proposal that the Exchange Act. The Company’s Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) constitutes or would reasonably be expected to result in a Superior Proposal or (ii) a Recommendation Withdrawal, in the case of each of clauses (i) and (ii), in accordance with Section 6.2: (A) Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed prior to its filing with the SECSEC (including any amendments or supplements thereto), and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, ; and (B) the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review and provide comments on the response of the Company to those comments. The Company shall use reasonable best efforts to respond promptly to any such written responses and the comments. (c) The Company shall give due consideration as promptly as practicable after the date of this Agreement provide to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, sendMerger Sub, or give cause to Company Stockholders supplemental or revised materials without the Parent’s prior written consentbe provided to Merger Sub, except as (i) a list of the Company’s shareholders as of the most recent practicable date as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositories, and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Company Shareholders, mailing labels and lists of securities positions) as Merger Sub or its agents may be reasonably request in order to communicate the Offer to the Company Shareholders. Except as required by Law applicable Law, and except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or (ii) as contemplated the Offer is otherwise terminated or permitted by Section 6.3withdrawn for any reason, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives.

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC as promptly as practicable on the date on which Parent and Merger Sub file the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”) that ), which shall, subject to the provisions of Section 6.3(e7.03(b), contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply its stockholders, in all each case, as and to the extent required by the Securities Laws. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, amended or supplemented to be filed with the SEC and disseminated to the Company Stockholders, in each case its stockholders as and to the extent required by the Exchange ActSecurities Laws. The ParentUnless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), the Purchaser and their counsel Parent shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments or supplements thereto before it is they are filed with the SECSEC or disseminated to the Company’s stockholders, and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the The Company shall provide the Parent, the Purchaser and their counsel with copies of respond as promptly as reasonably practicable to any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and provide copies of such commentscomments to Parent promptly upon receipt and, unless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and any written or oral responses thereto. The dissemination to the Company’s stockholders to allow for review and prompt comment by Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC on the day the Offer Documents are filed with the SEC (or on such day as may be agreed by the Company shallparties, but in any event in accordance with applicable Law), a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL, subject and shall promptly disseminate the Schedule 14D-9 to the provisions holders of Shares as and to the extent required by applicable Law, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions 262(d)(2) of the Exchange Act and Delaware corporation LawDGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Unless the Company Board has effected a Company Adverse Recommendation Change or an Intervening Event Recommendation Change, and prior to the filing of the Schedule 14D-9 (including any written amendment or oral responses supplement thereto. The Parent) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall reasonably promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, the Purchaser or cause to be provided to Parent, a true and their counsel. After the commencement complete copy of a list of the Offerholders of Shares as well as mailing labels and any available listing or computer file containing the names and addresses of all record and, to the extent available to the Company, beneficial holders of Shares and lists of securities positions of Shares held in stock depositories, in each case in the Company’s possession or control as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, 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, Parent and Sub shall not use or disclose the information contained in such labels, lists, listings and files other than in connection with the Offer and the Merger and, if this Agreement is terminated, shall, upon request, deliver to the Company will not publish, send, or give destroy all copies of such information then in their possession or control. (c) The Company shall register (and shall instruct its transfer agent to Company Stockholders supplemental or revised materials without register) the Parent’s prior written consent, except as (i) as may be required transfer of the Shares accepted for payment by Law or (ii) as contemplated or permitted by Section 6.3Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) Schedule 14D-9Subject to Section 6.05(c), the Company (i) hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in Section 3.04 and (ii) shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, their respective Stockholder Support Agreements. (b) On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e"), contain the Company Board Recommendation. The Schedule 14D-9 will which shall (i) comply in all material respects with the applicable provisions of the Exchange Act Act, the rules and Delaware corporation Lawregulations thereunder and all other applicable Laws and (ii) contain the Fairness Opinion and, except as provided in Section 6.05(c), the recommendation of the Company Board described in Section 3.04. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed timely with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the Company shall give due consideration SEC or disseminated to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselholders of Shares. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any such written responses and participate in the response of the Company to such comments. (c) The Company shall give due consideration promptly furnish, or cause its transfer agent to furnish, Parent and Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other reasonably available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall promptly furnish, or cause its transfer agent to furnish, Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents and any Schedule 13E-3 to holders of Shares as Parent or Purchaser may reasonably request. Subject to the reasonable additionsrequirements of applicable Law, deletions and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or changes suggested thereto by the ParentMerger, Parent and Purchaser shall hold in confidence the Purchaser information contained in such labels, listings and their counsel. After files, shall use such information only in connection with the commencement of the OfferTransactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. On Promptly after the date commencement of the Offer Documents are filed with (within the SEC the Company shall, in a manner that complies with meaning of Rule 14d-9 14d-2 promulgated under the Exchange Act) and in any event within ten (10) days thereafter, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shalland (ii) cause the Schedule 14D-9 to be disseminated to the Company Stockholders as and to the extent required by the Exchange Act. To the extent reasonably practicable, the Schedule 14D-9 shall be filed with the SEC on the same day as the filing by Parent and Merger Sub of the Schedule TO and the parties shall cooperate to cause the Schedule 14D-9 to be disseminated to the Company Stockholders with the Offer Documents (and if so, the expense thereof shall be borne by Parent in connection with its dissemination of the Offer Documents). The Company shall cause the Schedule 14D-9 to (i) comply in all material respects with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and all other applicable Legal Requirements, and (ii) subject to the provisions occurrence of any Company Change in Recommendation pursuant to Section 6.3(e5.4(f), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause hereby further agrees that the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and14D-9, on the date first when filed with the SEC and SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to holders the Company Stockholders, and at the time of the Sharesconsummation of the Offer, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no representation or warranty is made or covenant is made agreed to by the Company with respect to any information supplied by the Parent or the Purchaser Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees Except to cause the extent subsequently amended, modified or supplemented in a subsequently filed Schedule 14D-9, Parent and Merger Sub hereby agree that the information provided by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 to be disseminated 14D-9, when filed with the SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders. The Company, on the one hand, and at the time of consummation of the Offer, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Merger Sub shall promptly furnish to the PurchaserCompany in writing all information concerning Parent or Merger Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of Parent, on Merger Sub and the other hand, agree Company agrees to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 and, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselapplicable federal securities laws. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel promptly with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review any such proposed written or oral responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser Merger Sub and their counsel. After counsel and to participate in any substantive telephonic communications with the commencement staff of the OfferSEC related thereto. Notwithstanding the foregoing, in connection with the receipt of any Acquisition Proposal by the Company or any action by the Company or the Company Board permitted by the proviso contained in Section 5.4(a) or by Section 5.4(f), the Company will shall not publish, sendbe required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in), or give permit Parent or Merger Sub to Company Stockholders supplemental participate in any discussions regarding, such Schedule 14D-9, or revised materials without any amendment or supplement thereto, or any comments thereon, to the Parent’s prior written consentextent such Schedule 14d-9 or any such discussions relate to such Acquisition Proposal, except as (i) as may be required by Law the reasons for such Acquisition Proposal or (ii) as contemplated any actions taken with respect thereto, or permitted by Section 6.3any additional information reasonably related to such Acquisition Proposal.

Company Action. (a) Schedule 14D-9. On The Company hereby consents to the Offer and, to the extent that no Company Change in Recommendation shall have occurred in accordance with Section 6.7, to the inclusion in the Offer Documents of the recommendation of the Company Board set forth in Section 5.2(b). (i) The Company shall use its commercially reasonable efforts to file with the SEC, on the date the Offer Documents are filed with the SEC the Company shall(but if not so filed, in promptly thereafter), a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits theretoas amended or supplemented from time to time, the “Schedule 14D-9”) that shall), reflecting, subject to the provisions of Section 6.3(e)6.7, contain the Company Board’s recommendation that the Stockholders accept and tender their Company Shares pursuant to the Offer and the Company Board’s approval of this Agreement, and otherwise reflecting the terms and conditions of this Agreement in all material respects and including the information regarding Parent’s designees to the Company Board Recommendation. pursuant to Section 2.3 to the extent (y) required therein under Rule 14(f) of the Exchange Act, and (z) Parent shall have theretofore provided the information required by Section 2.3 to the Company a reasonable time prior to such filing. (ii) The Company shall use its commercially reasonable efforts to disseminate the Schedule 14D-9 and the Proxy Statement to the holders of Company Shares at the times and to the extent required by applicable Law. (b) The Schedule 14D-9 (including the information regarding Parent’s designees to the Company Board) and the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesStockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or agreement is made by the Company with respect to any information supplied by the Parent or the Purchaser Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-914D-9 and the Proxy Statement. The Company agrees to cause the Schedule 14D-9 to be disseminated Each of Parent and Merger Sub shall promptly furnish to the Company Stockholdersall information concerning Parent, Merger Sub and Parent’s designees to the Company Board that is required or reasonably requested by the Company in connection with such actions. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Merger Sub each agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 and the Proxy Statement if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 and the Proxy Statement as so corrected, corrected to be filed with the SEC and disseminated to the holders of the Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed 14D-9, the Proxy Statement and all amendments and supplements thereto prior to filing with the SEC, . The Company further agrees to promptly advise Parent of any comments or other communications (and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall promptly provide the Parent, the Purchaser and their counsel with copies of any such written comments, and shall inform them materials or reasonably detailed summaries of any oral comments, communications) that the Company or its counsel or representatives may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent14D-9, the Purchaser and their counsel shall be given a reasonable opportunity to review Proxy Statement or any such written responses and other securities filings of the Company shall give due consideration related to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Merger or the transactions contemplated hereby or thereby. (c) In connection with the Offer and the mailing of the Offer Documents, the Company will not publishpromptly furnish Parent and Merger Sub with mailing labels, sendsecurity position listings and any available listing or computer files containing the names and addresses of the record holders of the Company Shares as of the most recent date practicable and shall furnish Merger Sub with such additional information and assistance (including, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consentlimitation, except as (iupdated stockholder lists, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent, Merger Sub and their respective affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Merger, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement shall be required by Law or (ii) as contemplated or permitted by Section 6.3terminated, will deliver to the Company all copies of such information then in their possession promptly upon the request of the Company.

Company Action. (a) Schedule 14D-9. On As promptly as practicable on the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) and Schedule 13E-3 (such Schedule 13E-3 filed by the Company, the “Company Schedule 13E-3”) that shallcontains the Company Recommendation, subject and shall promptly disseminate the Schedule 14D-9 and the Company Schedule 13E-3 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Company’s stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation Lawthe Parent Schedule 13E-3. The Company shall cause the Schedule 14D-9 and the Company Schedule 13E-3 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to and the Company StockholdersSchedule 13E-3. The Company, on Each of the one hand, and the Parent and the Purchaser, on the other hand, agree Parties agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 or the Company Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 and the Company Schedule 13E-3 as so corrected, corrected to be filed with the SEC and disseminated to the Company StockholdersCompany’s stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Parent and their its outside counsel with copies any comments (including a summary of any written comments, and shall inform them of any oral comments, ) that the Company or its outside counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Company Schedule 13E-3 promptly after receipt of such comments. Except from and after a Change in Recommendation or in connection with any disclosures that are permitted by Section 6.3(f), and prior to the filing of the Schedule 14D-9 or the Company Schedule 13E-3 (including any written amendment or oral responses supplement thereto. The Parent) with the SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, the Purchaser and their counsel Company shall be given provide Parent with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable and good faith consideration to any comments provided by Parent. The Company shall use reasonable efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser Company’s stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Common Stock and lists of securities positions of Common Stock held in stock depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Company’s stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in connection with the Offer. Parent and Merger Sub and their counsel. After agents shall treat the commencement information contained in any such labels, listings and files as confidential information in accordance with the terms of Section 5 of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Investor Rights Agreement.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. On The Company hereby further consents to the date inclusion in the Offer Documents are filed of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.5(b). The Company represents that it has been advised by its directors and executive officers that they intend to tender all Company Shares beneficially owned by them to Purchaser pursuant to the Offer. (b) Concurrently with the filing of the Schedule TO by Purchaser, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of except as provided in Section 6.3(e7.5(b), contain the recommendation of the Company Board Recommendationdescribed in Section 4.4(b). The Company shall promptly mail the Schedule 14D-9 will comply to the holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable federal securities laws. Parent or Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser and their counsel in writing with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use commercially reasonable efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company will not publishshall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Purchaser mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, sendeach as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Company Shares. The Company shall promptly furnish or give cause to be furnished to Purchaser such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Stockholders supplemental Shares as Parent or revised materials Purchaser may reasonably request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. Notwithstanding anything to the contrary in the Confidentiality Agreement or the termination of this Agreement and without limiting, restricting or otherwise impairing the Parent’s prior written consentrights of Parent or Purchaser following any termination of this Agreement in accordance with its terms, except as if Parent and Purchaser elect to continue the Offer (i) as may be required amended in a manner consistent with the terms hereof) notwithstanding the termination of this Agreement by Law or (ii) as contemplated or the Company pursuant to Section 9.1(f), Parent and Purchaser shall be permitted by Section 6.3to retain and use any and all such information for purposes of disseminating and otherwise communicating the Offer and the related Offer Documents to the record and beneficial holders of Company Shares.

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC on the date that the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board Recommendation. The Recommendation (as defined below), the fairness opinions of the Company’s financial advisor referenced in Section 4.20 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 will comply in all material respects with to the holders of Shares as and to the extent required by applicable provisions Law, including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 14D-9, the filing and the dissemination to comply in all material respects with the requirements of the applicable United States federal securities Laws Law. Acquiror and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Acquiror and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The ParentCompany shall provide Acquiror, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Acquiror and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Acquiror or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additionsdate of this Agreement provide to Acquiror, deletions or changes suggested thereto by cause to be provided to Acquiror, a list of the Parentholders of Shares as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the Purchaser “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Acquiror and Merger Sub (and their counsel. After respective representatives) shall hold in confidence the commencement information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Offer, Shares accepted for payment by Merger Sub effective immediately after the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Acceptance Time.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. On The Company hereby further consents to the date inclusion in the Offer Documents are filed of such approval and of the determination and recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.3(c). (b) Promptly following the filing of the Schedule TO by Purchaser, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of except as provided in Section 6.3(e7.3(c), contain the recommendation of the Company Board Recommendationdescribed in Section 4.4(b). The Company shall use its reasonable best efforts to cause the Schedule 14D-9 will comply to be filed with the SEC on the same day as the Schedule TO shall be filed with the SEC. The Company shall promptly mail the Schedule 14D-9 to the holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities laws. The Company shall also include a notice, in compliance with Section 251(h) and Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable federal securities laws. Parent or Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser and their counsel in writing with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use reasonable best efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change of Recommendation, provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Purchaser mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Company Shares. The Company shall use its reasonable best efforts to promptly furnish or cause to be furnished to Purchaser such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Purchaser may reasonably request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Purchaser and Parent will not publishpromptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) all copies, send, summaries and extracts of such information then in their possession or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3control.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement, subject to Section 6.3(e). On The Company hereby further consents to the date inclusion in the Offer Documents are filed of the Company Board Recommendation. (b) Promptly following the filing of the Schedule TO by Merger Sub, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of except as provided in Section 6.3(e), contain the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 will comply in all material respects to be filed with the applicable provisions of SEC on the Exchange Act and Delaware corporation Lawsame day as the Schedule TO shall be filed with the SEC. The Company shall cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company StockholdersShareholders, in each case in all material respects as and required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the extent Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) provide Parent, Merger Sub and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. The (iii) unless there has been a Change of Recommendation, provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any written response to such written responses and the Company shall give due consideration comments or any proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company will not publishshall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Merger Sub mailing labels containing the names and addresses of all record Company Shareholders and with security position listings of shares of Company Common Stock held in stock depositories, sendeach as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock. The Company shall use its reasonable best efforts to promptly furnish or give cause to be furnished to Merger Sub such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to Company Stockholders supplemental Shareholders as Parent or revised materials without the Merger Sub may reasonably request, all at Parent’s prior written consentexpense. Subject to the requirements of Applicable Law, including the rules of NASDAQ, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the transactions contemplated by this Agreement, including the Offer and the Merger (icollectively, the “Transactions”). If the Offer is terminated or if this Agreement shall be terminated, Merger Sub and Parent will promptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) as may be required by Law all copies, summaries and extracts of such information then in their possession or (ii) as contemplated control. The term “Representatives” means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or permitted by Section 6.3representatives of a party.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC (and in any event within five (5) Business Days after the Company shallOffer Documents are filed with the SEC), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board Recommendation. The , the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 will comply in all material respects with to the holders of Shares as and to the extent required by applicable provisions Law, including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall reasonably promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser holders of Shares as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Parent and Merger Sub (and their counsel. After respective representatives) shall hold in confidence the commencement information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Offer, Shares accepted for payment by Merger Sub effective immediately after the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Acceptance Time.

Company Action. (a) Schedule 14D-9Subject to the terms of this Agreement, the Company hereby consents to and approves the Offer. On Subject to Section 6.10, the date Company hereby further consents to the inclusion in the Offer Documents are filed of such approval and of the recommendation of the Company Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as provided in Section 6.10. (b) Concurrently with the filing of the Schedule TO by Merger Sub and conditioned on Parent’s and Merger Sub’s having fulfilled their obligation to provide information to Company on a timely basis as contemplated by this Section 2.2(b), the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to except as provided in Section 6.10, the provisions recommendation of Section 6.3(e), contain the Company Board Recommendationdescribed in Section 4.4(b). The Company shall use its reasonable best efforts to cause the Schedule 14D-9 will comply to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable federal securities laws. Parent or Merger Sub shall as promptly as practicable furnish to the extent Company all information concerning Parent and Merger Sub that is required by applicable federal securities laws or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments thereto) before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to provide the Parent, the Purchaser Merger and their counsel (i) in writing with copies of any written comments, and shall inform them of any oral commentswhether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (ii) reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company will not publishshall as promptly as practicable furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Merger Sub mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, sendeach as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Company Shares. The Company shall promptly furnish or give cause to be furnished to Merger Sub such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Stockholders supplemental Shares as Parent or revised materials without Merger Sub may reasonably request. Subject to the Parent’s prior written consentrequirements of Law, including applicable stock exchange rules, and except for such steps as (i) as may be required by Law are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or (ii) as contemplated or permitted by Section 6.3the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and represents that at a meeting duly called and held the Board of Directors of the Company has (i) approved and adopted this Agreement and the transactions contemplated hereby and determined that the Offer and the Merger are in the best interests of the Company and its stockholders and on terms that are fair to such stockholders, and (ii) recommended that the Company's stockholders accept the Offer and tender all of their Shares and associated Rights in connection therewith and, if required under the DGCL, approve this Agreement and the transactions contemplated hereby. On The Company represents that its Board of Directors has received the written opinion of Xxxxxxxxx Xxxxxx & Xxxxxxxx Securities Corporation that the consideration to be received by the Company's stockholders pursuant to each of the Offer and the Merger is fair to the Company's stockholders from a financial point of view, and that a complete and correct signed copy of such opinion will be delivered promptly following the date hereof by the Offer Documents are filed Company to Parent. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements as amended and exhibits theretosupplemented from time to time, the “"Schedule 14D-9”") that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause mail -------------- the Schedule 14D-9 to the stockholders of the Company. Subject to the fiduciary duties of the Board of Directors as advised by counsel, the Offer Documents and the Schedule 14D-9 shall contain the recommendation of the Company's Board of Directors described in Section 1.2(a). ------------- The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Exchange Act and Delaware corporation Law the rules and regulations promulgated thereunder and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference any of their respective representatives which is included in the Schedule 14D-9. The Company agrees to cause Each of the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Purchaser agrees to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and disseminated to the Company StockholdersCompany's stockholders, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed and all amendments and supplements thereto prior to their filing with the SEC, SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of . (c) In connection with the Offer, the Company will not publishshall cause its transfer agent to furnish the Purchaser or its designee promptly 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, sendtogether with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or give control regarding the beneficial owners of Common Stock, and shall furnish to Company Stockholders supplemental or revised materials without the Parent’s prior written consentPurchaser such information and assistance (including updated lists of stockholders, except as (isecurity position listings and computer files) as the Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and the Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the other transactions contemplated hereby and, if this Agreement shall be required by Law terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or (ii) as contemplated or permitted by Section 6.3control.

Company Action. 7.8.1. The Company shall use its reasonable best efforts to cause the Company Financial Adviser to permit the inclusion of the fairness opinion referred to in Section 3.21 (aor a reference thereto) in the Schedule 14D-914D-9 referred to below and the Proxy Statement referred to in Section 5.3 and a reference to such opinion in the Offer Documents. On The Company hereby consents to the date inclusion in the Offer Documents are filed of the recommendations of the Board described in Section 5.2. 7.8.2. The Company shall file with the SEC SEC, contemporaneously with the Company shallcommencement of the Offer pursuant to Section 7.7, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”14D- 9") that shallcontaining the statements of the Board described in Section 5.2, subject and shall promptly mail the Schedule 14D-9 to the provisions shareholders of Section 6.3(e), contain the Company Board RecommendationCompany. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Lawthe rules and regulations promulgated thereunder. The Company shall cause the Schedule 14D-9 and Purchaser each agrees promptly to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of shares of Common Stock, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselapplicable federal securities laws. 7.8.3. In addition, the Company shall provide the Parent, the Purchaser and their counsel connection with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of shares of Common Stock, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of shareholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of shares of Common Stock. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Preferred Stock Sale, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Preferred Stock Sale, and, if this Agreement shall be terminated, will not publish, send, or give deliver to the Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. The Company hereby consents to the Offer and the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed Purchaser files the Schedule TO with the SEC or as promptly as reasonably practicable thereafter, the Company shall, in shall file with the SEC a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain containing the Company Board Recommendation. The Recommendation and shall disseminate the Schedule 14D-9 will comply in all material respects with the applicable provisions of as required by Rule 14d-9 promulgated under the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the any other applicable United States U.S. federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersOffer Documents. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to Purchaser will correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, and the Company agrees will take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable U.S. federal securities Laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed and all amendments and supplements thereto prior to their filing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Parent and Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Parent and Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Parent and Purchaser and their counsel. (c) The Company shall cause its transfer agent to furnish Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. After the commencement The Company shall furnish Purchaser with such additional information, including updated listings and computer files of the OfferCompany’s shareholders, mailing labels and security position listings, and such other assistance in disseminating the Company will not publishOffer Documents to holders of Shares, sendas Parent or Purchaser may reasonably request, all at Purchaser’s expense. The Company, Parent and Purchaser agree to disseminate the Offer Documents and the Schedule 14D-9 to the holders of Shares together in the same mailing or give other form of distribution. Subject to Company Stockholders supplemental the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or revised materials without the Parent’s prior written consentMerger, except Parent and Purchaser shall treat the information contained in such labels, listings and files as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3“Evaluation Materials” pursuant to the Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the Company shall, in and disseminate to holders of Shares a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with (the SEC with respect "SCHEDULE 14D-9") which shall include the opinion of Xxxxxxxx, Ball & Xxxxxx ("PBW") referred to in Section 2.17 and shall include the Recommendations (as defined in Section 2.2). Parent shall promptly furnish to the Offer (together Company all information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of any action contemplated by this Section 6.3(e1.2(a), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall cause be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to comply Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in all material respects a manner adverse to Parent or Merger Sub shall be adopted or proposed IT BEING UNDERSTOOD THAT, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the foregoing, the Board of Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the requirements terms of Section 4.3(e) hereof. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Merger Sub agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time receives from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such comments. (b) The Company will promptly furnish Parent and Merger Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and any written will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of Merger Sub may reasonably request in connection with the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. Subject to Section 5.8, the Company hereby consents to the Offer and the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date that Purchaser files the Offer Documents are filed Schedule TO, the Company will file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain containing the Company Board Recommendation. The Recommendation and will disseminate the Schedule 14D-9 will comply in all material respects with the applicable provisions of as required by Rule 14d-9 promulgated under the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects any other applicable federal securities laws with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company Offer Documents. Except with respect to any information supplied by the amendments filed in connection with a Superior Proposal or a Company Change of Recommendation, Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one handand Purchaser, and the Parent and the Purchasertheir respective counsel, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall will be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any supplement or amendments thereto prior to its filing with the SEC, SEC and the Company shall give due consideration to the will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Parent, the Parent Purchaser and their respective counsel. In additionExcept with respect to any amendments filed in connection with a Superior Proposal or a Company Change of Recommendation, the Company shall will (i) provide the Parent, the Purchaser and their counsel with copies a copy of any written comments, and shall inform them comments (or a description of any oral comments, that ) received by the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, (ii) consult with Parent and any written or oral responses thereto. The Parent, the Purchaser (and their counsel shall be given give each a reasonable opportunity to review review) regarding any such written responses comments prior to responding thereto and the Company shall give due consideration to the will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel, and (iii) provide Parent and Purchaser with copies of any written comments or responses thereto. After The Company, Parent and Purchaser will promptly correct any information provided by each for use in the commencement Schedule 14D-9 if and to the extent that such information has become false or misleading in any material respect. The Company will also take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the Company will not publishcause its transfer agent to furnish Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, sendeach as of the then most recent practical date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will furnish Purchaser with such additional information, including updated listings and computer files of the Company’s stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares, as Parent or give Purchaser may reasonably request, all at Purchaser’s expense. The Company, Parent and Purchaser will disseminate the Offer Documents and the Schedule 14D-9 to Company Stockholders supplemental the holders of Shares together in the same mailing or revised materials without other form of distribution. Subject to the Parent’s prior written consentrequirements of applicable law, and except for such actions as (iare reasonably necessary to disseminate the Offer Documents, each of Parent and Purchaser will hold all information and documents provided to it under this Section 2.2(c) as may be required by Law or (ii) as contemplated or permitted by Section 6.3in confidence in accordance with the Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the The Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect hereby approves of and consents to the Offer and represents that its Board of Directors (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e"COMPANY BOARD"), contain at a meeting duly called and held, has resolved to recommend acceptance of the Offer by the holders of Shares; PROVIDED, that the Company Board Recommendation. The Schedule 14D-9 will comply may withdraw, modify or amend such recommendation in all material respects with exercise of its fiduciary duties. (b) As soon as practicable on the applicable provisions of day that the Exchange Act and Delaware corporation Law. The Offer is commenced, the Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed file with the SEC and on the date first published, sent or given promptly thereafter disseminate to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Shares and Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company StockholdersOptions, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Exchange Act"SCHEDULE 14D-9") that, subject to the Company Board's right to withdraw, modify or amend such recommendation in exercise of its fiduciary duties, shall reflect the recommendation of the Company Board referred to above. Each of the Company, BMS and Acquisition Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The ParentCompany 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 holders of Shares and Company Options, in each case as and to the Purchaser extent required by applicable federal securities laws. BMS and their its counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the The Company shall provide the Parent, the Purchaser BMS and their its counsel with copies of any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 (and any amendments thereto) promptly after receipt of such comments, and any written comments or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3other communications.

Company Action. (a) Schedule 14D-9Subject to Section 6.05(d), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in Section 3.04. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, the Stockholder Agreement. (b) On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "SCHEDULE 14D-9"), which shall: (i) comply in all material respects with the provisions of the Exchange Act, the rules and regulations thereunder and all other applicable Laws; and (ii) contain the Fairness Opinion and, except as provided in Section 6.05(d), the recommendation of the Company shall, Board described in a manner that complies with Section 3.04. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendationany other applicable federal securities laws. The Schedule 14D-9 will comply in all material respects with the applicable provisions Each of the Exchange Act Company, Parent and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the Company shall give due consideration SEC or disseminated to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselholders of Shares. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any such written responses and participate in the response of the Company to such comments. (c) The Company shall give due consideration promptly furnish Parent and Purchaser with mailing labels containing the names and addresses of all record holders of Shares, with non-objecting beneficial owner lists and with security position listings in written and electronic form of Shares held in stock depositories, each as of a recent date. The Company shall promptly furnish Parent and Purchaser with such additional information, including, without limitation, updated listings, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the reasonable additionsrequirements of applicable Law, deletions and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or changes suggested thereto by the ParentMerger, Parent and Purchaser shall hold in confidence the Purchaser information contained in such labels, listings and their counsel. After files, shall use such information only in connection with the commencement of the OfferTransactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3destroy all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. On Provided that the conditions contained in Sections 3.1(a) and (c) are satisfied as of the date of commencement of the Offer, as if such date was the Closing Date, except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, after consultation with its counsel, the Company shall consent to the inclusion in the Offer Documents of a statement that the Board has authorized and approved this Agreement and the transactions contemplated hereby and determined that this Agreement and such transactions are filed in the best interests of the Shareholders, but, that the Board is remaining neutral and making no recommendation as to whether Shareholders should tender their Shares in the Offer (the “Board Recommendation”), together with such other supporting information regarding the Board Recommendation as shall be mutually agreeable by the Board and Purchasers. As promptly as reasonably practicable on or after the date of commencement of the Offer, (but in no event later than 5 business days thereafter) the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to except as required by the provisions fiduciary duties of Section 6.3(e)the Board under applicable Law as determined by the Board in good faith, contain after consultation with its counsel, the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements of extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9laws. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchasers agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, 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 disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable federal securities laws. (b) The Company shall, or shall cause its agents to, promptly furnish Purchasers, upon request, with (i) mailing labels containing the Exchange Actnames and addresses of all record Shareholders, (ii) security position listings of Common Shares held in stock depositories and (iii) a non-objecting beneficial owners (NOBO) list, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Common Shares. The ParentCompany shall, the Purchaser or shall cause its agents to, furnish Purchasers upon request with such additional information, including, without limitation, updated listings and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECcomputer files of Shareholders, mailing labels and security position listings, and such other assistance in disseminating the Company shall give due consideration Offer Documents to holders of Common Shares as Purchasers may reasonably request. Subject to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies requirements of any written commentsapplicable Law, and shall inform them of any oral comments, that except for such steps as are necessary to disseminate the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, Offer Documents and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity other documents necessary to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of consummate the Offer, Purchasers shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer, and, if this Agreement shall be terminated in accordance with Section 7.1, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in its possession.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and represents that its Board of Directors has duly adopted resolutions approving the Offer, the Merger, this Agreement, the Tender Agreements and the acquisition of shares of Common Stock pursuant thereto, has determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and has resolved to recommend acceptance of the Offer and approval of the Merger by the stockholders of the Company. On The Company hereby consents to the date inclusion in the Offer Documents are filed of the recommendation of the Board of Directors of the Company described in this Section 1.2(a), subject to the right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer in accordance with Section 5.7(b) hereof. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule 14D-9”") that which shall, subject to the provisions right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer in accordance with Section 6.3(e)5.7(b) hereof, contain the Company Board Recommendationrecommendation referred to in Section 1.2(a) hereof. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied furnished by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case as and to the extent required by applicable federal securities laws. The Each of the Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable the opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written comments or oral responses theretoother communications. The Parent, Company has been advised by each of its directors that as of the Purchaser and their counsel shall be given a reasonable opportunity date hereof each such person intends to review any tender all of the shares of Common Stock owned by such written responses and the Company shall give due consideration person pursuant to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of Offer. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not publishlimited to, sendupdated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or give its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents, the Parent and the Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will upon request of the Company Stockholders supplemental deliver or revised materials without cause to be delivered to the Parent’s prior written consent, except as (i) as may be required by Law Company all copies of such information then in its possession or (ii) as contemplated the possession of its agents or permitted by Section 6.3representatives.

Company Action. (a) Schedule 14D-9. Subject to Section 5.08, the Company hereby consents to the Offer and the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC or as soon as reasonably practicable (and, in any event, within two (2) Business Days) thereafter, the Company shall, in shall file with the SEC a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject and a Transaction Statement on Schedule 13E-3 with respect to the provisions of Section 6.3(e)Transactions (together with all amendments and supplements thereto, contain the “Schedule 13E-3”) containing the Company Board Recommendation. The Recommendation and shall disseminate the Schedule 14D-9 will comply in all material respects with the applicable provisions of and Schedule 13E-3 as required by Rule 14d-9 and Rule 13e-3, respectively, promulgated under the Exchange Act and Delaware corporation Lawany other applicable federal securities laws with the Offer Documents. The Parent and Purchaser shall promptly furnish to the Company shall cause all information concerning Parent and Purchaser that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and/or Schedule 13E-3. The Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to Purchaser will correct promptly any information supplied provided by the Parent or the Purchaser in writing specifically any of them for inclusion or incorporation by reference use in the Schedule 14D-9. The 14D-9 and/or Schedule 13E-3 that shall have become false or misleading, and the Company agrees will take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the and/or Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-913E-3, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed and/or Schedule 13E-3 and all amendments and supplements thereto prior to their filing with the SEC. (c) The Company shall cause its transfer agent to furnish Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including updated listings and computer files of the Company’s stockholders, mailing labels and security position listings, and such other assistance in disseminating the Company shall give due consideration Offer Documents to holders of Shares, as Parent or Purchaser may reasonably request, all at Purchaser’s expense. The Company, Parent and Purchaser agree to disseminate the reasonable additions, deletions or changes suggested thereto by the ParentOffer Documents, the Purchaser Schedule 13E-3 and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt to the holders of such commentsShares together in the same mailing or other form of distribution. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any written other documents necessary to consummate the Offer or oral responses thereto. The Parentthe Merger, Parent and Purchaser shall treat the Purchaser information contained in such labels, listings and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration files as “Information” pursuant to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9Subject to Section 6.05(d), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in Section 3.04. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, the Stockholder Agreement. (b) On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9"), which shall: (i) comply in all material respects with the provisions of the Exchange Act, the rules and regulations thereunder and all other applicable Laws; and (ii) contain the Fairness Opinion and, except as provided in Section 6.05(d), the recommendation of the Company shall, Board described in a manner that complies with Section 3.04. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendationany other applicable federal securities laws. The Schedule 14D-9 will comply in all material respects with the applicable provisions Each of the Exchange Act Company, Parent and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the Company shall give due consideration SEC or disseminated to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselholders of Shares. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any such written responses and participate in the response of the Company to such comments. (c) The Company shall give due consideration promptly furnish Parent and Purchaser with mailing labels containing the names and addresses of all record holders of Shares, with non-objecting beneficial owner lists and with security position listings in written and electronic form of Shares held in stock depositories, each as of a recent date. The Company shall promptly furnish Parent and Purchaser with such additional information, including, without limitation, updated listings, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the reasonable additionsrequirements of applicable Law, deletions and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or changes suggested thereto by the ParentMerger, Parent and Purchaser shall hold in confidence the Purchaser information contained in such labels, listings and their counsel. After files, shall use such information only in connection with the commencement of the OfferTransactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3destroy all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. On the date The Company hereby approves of and consents to the Offer Documents and represents and warrants that its Board of Directors, at a meeting duly called and held on April 28, 1999, at which all of the Directors were present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that the stockholders of the Company accept the Offer, tender their Company Common Stock pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are filed fair to and in the best interests of the stockholders of the Company. (b) The Company shall file with the SEC SEC, as promptly as practicable after the Company shallfiling by Merger Sub of the Schedule 14D-1 with respect to the Offer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “"Schedule 14D-9”") that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Lawall applicable Federal securities laws. The Company shall cause mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors described in Section 1A.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to comply include any information that shall become necessary in all material respects with order to make the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees shall take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and Company's stockholders to the extent required by the Exchange Actapplicable Federal securities laws. The Parent, the Purchaser Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. . (c) In addition, the Company shall provide the Parent, the Purchaser and their counsel connection with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publishshall promptly upon execution of this Agreement furnish Merger Sub with mailing labels containing the names and addresses of all record holders of Company Common Stock and security position listings of Company Common Stock held in stock depositories, sendeach as of a recent date, and shall promptly furnish Merger Sub with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Merger Sub or give its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Common Stock.

Company Action. (a) Schedule 14D-9. On the date the Schedule TO and the Offer Documents are filed with the SEC (or in any event within ten (10) days after the date of the initial public announcement of this Agreement), the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e)8.3, contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9Act. The Company agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares as and to the Company Stockholdersextent required by the Exchange Act; provided, however, that at the Company’s request, Parent and Purchaser shall, at their own expense, disseminate any Schedule 14D-9 required to be disseminated to holders of Shares. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to promptly correct any information provided by such party Party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform provide them a written summary of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After . (b) Promptly after the commencement of date hereof (and in any event in sufficient time to permit Purchaser to commence the OfferOffer in a timely manner) and otherwise from time to time as requested by Purchaser or its agents, the Company will not publishshall furnish or cause to be furnished to Purchaser, sendto the extent reasonably available to the Company, mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or give computer files containing the names and addresses of the record or beneficial owners of the Shares as of the most recent practicable date, and shall promptly furnish Purchaser with such information (including, to Company Stockholders supplemental the extent reasonably available to the Company, updated lists of holders of the Shares and their addresses, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Purchaser or revised materials without its agents may reasonably request in communicating with the Parent’s prior written consentrecord and beneficial owners of Shares, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3in connection with the preparation and dissemination of the Schedule TO and the Offer Documents and the solicitation of tenders of Shares in the Offer.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. On The Company hereby further consents to the date inclusion in the Offer Documents are filed of such approval and of the determination and recommendation of the Company Board described in ‎Section 4.04(b) (including the Company Board Recommendation). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in ‎Section 7.03(b). (b) As promptly as reasonably practicable, but no later than 10 business days (commencing with the first business day after the date of this Agreement), after the date hereof, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of Section 6.3(eexcept as provided in ‎Section 7.03(b), contain the recommendation of the Company Board described in ‎Section 4.04(b) (including the Company Board Recommendation). The Company shall promptly mail the Schedule 14D-9 will comply to the holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities Laws. The Company shall also include a notice, in compliance with Section 251(h) and Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersLaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable federal securities Laws. Parent or Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser and their counsel in writing with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use reasonable best efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change in Recommendation, provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Purchaser mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Company Shares. The Company shall use its reasonable best efforts to promptly furnish or cause to be furnished to Purchaser such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Purchaser may reasonably request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Purchaser and Parent will not publishpromptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) all copies, send, summaries and extracts of such information then in their possession or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3control.

Company Action. (a) Schedule 14D-9. On As promptly as reasonably practicable on the date of commencement of the Offer Documents are filed Offer, the Company shall (i) file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of Section 6.3(e)7.02, contain the Company Board Recommendation, and (ii) disseminate the Schedule 14D-9 to the holders of Shares, in each case, to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities Laws. The Schedule 14D-9 will comply in all material respects shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d) of the DGCL at the time the Company first files the Schedule 14D-9 with the applicable provisions of the Exchange Act and Delaware corporation LawSEC. The Company shall cause set the record date for the Company’s stockholders to receive notice of appraisal rights as the same date as the date of the list used to determine the persons to whom the Offer Documents and Schedule 14D-9 to comply in all material respects with the requirements are first disseminated. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Parent and their its counsel. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications and (ii) reasonable opportunity to participate in the response of the Company to such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given by the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC to the extent not prohibited by the SEC. The Company shall respond as promptly as practicable to any such SEC comments. (b) The Company shall promptly (and in any event within seven (7) Business Days of the date of this Agreement) furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of the latest practicable date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request in connection with the Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any written other documents necessary to consummate the Offer or oral responses thereto. The the Merger, Parent, the Purchaser and their counsel Affiliates and their respective Representatives shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be given a reasonable opportunity to review any such written responses and terminated in accordance with Section 9.01, shall upon the request of the Company shall give due consideration deliver to the reasonable additionsCompany or destroy all copies of such information then in their possession, deletions or changes suggested thereto by in each case in accordance with the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), subject and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required to be set forth in the Schedule 14D-9 or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser Stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Parent with such additional information and assistance (including updated lists of the Stockholders, mailing labels and lists of securities positions) as Parent or its agents may reasonably request in connection with the Offer. Parent and Merger Sub and their counsel. After agents shall treat the commencement information contained in any such labels, listings and files in accordance with the terms of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On Provided that the conditions contained in Sections 3.1(a), (c) and (d) are satisfied as of the date of commencement of the Offer, as if such date was the Closing Date, except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, after consultation with its counsel, the Company shall consent to the inclusion in the Offer Documents of a statement that the Board has authorized and approved this Agreement and the transactions contemplated hereby and determined that this Agreement and such transactions are filed in the best interests of the Shareholders, but, that the Board is remaining neutral and making no recommendation as to whether Shareholders should tender their Shares in the Offer (the "Board Recommendation"), together with such other supporting information regarding the Board Recommendation as shall be mutually agreeable by the Board and the Purchaser. As promptly as reasonably practicable on or after the date of commencement of the Offer, (but in no event later than 5 business days thereafter) the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”") that shallcontaining, subject to except as required by the provisions fiduciary duties of Section 6.3(e)the Board under applicable Law as determined by the Board in good faith, contain after consultation with its counsel, the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements of extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9laws. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, 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 disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable federal securities laws. (b) The Company shall promptly furnish Purchaser, upon request, with (i) mailing labels containing the Exchange Actnames and addresses of all record Shareholders, (ii) security position listings of Common Shares held in stock depositories and (iii) a non-objecting beneficial owners (NOBO) list, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Common Shares. The ParentCompany shall furnish Purchaser upon request with such additional information, the Purchaser including, without limitation, updated listings and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECcomputer files of Shareholders, mailing labels and security position listings, and such other assistance in disseminating the Company shall give due consideration Offer Documents to holders of Common Shares as Purchaser may reasonably request. Subject to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies requirements of any written commentsapplicable Law, and shall inform them of any oral comments, that except for such steps as are necessary to disseminate the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, Offer Documents and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity other documents necessary to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of consummate the Offer, Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer, and, if this Agreement shall be terminated in accordance with Section 7.1, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in its possession.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, on the same day the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to Section 6.02(e) contains the provisions recommendation of Section 6.3(e), contain the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation. The ”), the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall as promptly as practicable disseminate the Schedule 14D-9 will comply to the holders of Shares as and to the extent required by applicable Law, including by setting the Stockholder List Date (as defined in all material respects with Section 1.02(b) below) as the applicable provisions record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that may be required by applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall reasonably promptly after the reasonable additions, deletions or changes suggested thereto by the Agreement Date provide to Parent, or cause to be provided to Parent, a list of the Purchaser holders of Shares as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Parent with such additional information and assistance (including updated lists of the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Parent or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Parent and Merger Sub (and their counsel. After respective representatives) shall hold in confidence the commencement information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Offer, Shares accepted for payment by Merger Sub effective immediately after the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Acceptance Time.

Company Action. (a) Schedule 14D-9. On As promptly as practicable on the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), subject and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies any comments (including a summary of any written comments, and shall inform them of any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Except from and after a Company Adverse Recommendation Change or in connection with any disclosures that are expressly permitted by Section 7.8(f), and prior to the filing of the Schedule 14D-9 (including any written amendment or oral responses supplement thereto. The Parent) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser Stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in connection with the Offer. Parent and Merger Sub and their counsel. After agents shall treat the commencement information contained in any such labels, listings and files in accordance with the terms of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On Section 1.2.1 As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the and disseminate to holders of shares of Company shall, in Common Stock a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shallwhich shall include the written opinions of UBS Securities LLC (“UBS”) and X.X. Xxxxxx Securities Inc. (“X.X. Xxxxxx”) referred to in Section 3.15.2 hereof and, subject to Section 5.7 hereof, shall include the provisions Recommendations. As soon as practicable after the date of this Agreement, Manpower shall furnish to the Company all information concerning Manpower, Manpower’s Subsidiaries and Manpower’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.3(e)1.2.1. Subject to Section 5.7 hereof, contain the Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Manpower or Merger Sub, and no resolution by the Company Board, the Special Committee or any other committee of the Company Board Recommendationto withdraw, modify or change any of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. The Schedule 14D-9 will comply Notwithstanding the foregoing, prior to the Appointment Time, the Company Board or the Special Committee may withhold, withdraw, modify or change in all material respects a manner adverse to Manpower, or fail to make, the Recommendations solely in accordance with the applicable provisions terms of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersSection 5.7 hereof. The Company, on the one hand, Manpower and the Parent and the Purchaser, on the other hand, Merger Sub each agree promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Manpower and their counsel its legal advisors shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, SEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Manpower and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel its legal advisors with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such written comments. Section 1.2.2 The Company will promptly furnish Manpower and Merger Sub with a list of its shareholders, mailing labels and any available listings or computer files containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and any written will provide to Manpower and Merger Sub such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Manpower or oral responses theretoMerger Sub may reasonably request in connection with the Offer. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration Subject to the reasonable additionsrequirements of applicable law, deletions or changes suggested thereto by and except for such steps as are necessary to disseminate the Parent, the Purchaser Offer Documents and their counsel. After the commencement of any other documents necessary to consummate the Offer, Manpower and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and the Merger. On The Company shall file with the SEC, on or as soon as practicable after the date of the Offer Documents are filed with commencement of the SEC the Company shallOffer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any supplements and exhibits or amendments thereto, the “"SCHEDULE 14D-9") containing the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, including the Merger, and shall promptly mail the Schedule 14D-9 to the stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9”) that shall, subject any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to be included in the provisions of Section 6.3(e), contain the Company Board RecommendationSchedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Exchange ActCompany, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of . (b) In connection with the Offer, the Company will not publishshall promptly furnish Parent and Purchaser with mailing labels, sendsecurity position listings, any non-objecting beneficial owner lists and all available listings or give to Company Stockholders supplemental or revised materials without computer files containing the Parent’s prior written consentnames and addresses of the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, except as (imailing labels, lists of security positions and non-objecting beneficial owner's lists) as Parent and Purchaser or their agents may be required by Law or (ii) as contemplated or permitted by Section 6.3reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) Schedule 14D-9. On Subject to Section 1.2(b) below, Company hereby consents to the date inclusion in the Offer Documents are filed of the Company Board Recommendation (as defined in Section 3.21). (b) On the same day Parent and Sub first file the Schedule 14D-1 with the SEC, Company shall file with the SEC the Company shall, in and mail to its stockholders a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with (the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “"Schedule 14D-9”") that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will which shall comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws laws. Each of Company, Parent and Delaware corporation Law andSub, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, agrees promptly to correct the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company agrees shall take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated mailed to the holders of shares of Company Stockholders, in each case as and Common Stock to the extent required by the Exchange Actapplicable federal securities laws. The ParentSchedule 14D-9 shall contain the Company Board Recommendation recommending that the holders of shares of Company Common Stock accept the Offer, which recommendation shall not be withdrawn, amended, modified or materially qualified in a manner adverse to Parent (nor shall the Purchaser Board of Directors of Company publicly announce its intention to do so) except pursuant to Section 6.8(g) hereof. The Parent and their its counsel shall be given a the reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendments thereto prior to the filing thereof with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide promptly the Parent, the Purchaser Parent and their its counsel with copies a copy of any written comments, and shall inform them comments or telephonic notification of any oral comments, that the Company comments Parent or its counsel Sub may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, thereof. Company shall use its reasonable best efforts to provide Parent and any written or oral responses thereto. The Parent, the Purchaser and their its counsel shall be given with a reasonable opportunity to review participate in all nonconfidential and substantive communications with the SEC and its staff, including any such written responses nonconfidential and substantive meetings and telephone conferences, relating to the 14D-9. (c) Company shall give due consideration promptly furnish, or cause its transfer agent to furnish, to Parent or Sub a list of the reasonable additionsrecord holders of shares of Company Common Stock and their addresses, deletions as well as mailing labels containing the names and addresses of the record holders of such shares, lists of any non-objecting beneficial owners of such shares and lists of securities positions of such shares held in stock depositories, each as of the most recent practicable date, and shall furnish Parent or changes suggested thereto by the Sub with such additional information, including updated lists of holders of such shares, mailing labels and lists of securities positions, and other assistance as Parent, Sub or their agents may reasonably request for the Purchaser purpose of disseminating the Offer Documents and their counsel. After communicating with the commencement record and beneficial holders of the Offer, the shares of Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Common Stock with respect thereto.

Company Action. (a) Schedule 14D-9. On As promptly as practicable on the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject contains the Company Recommendation and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies any comments (including a summary of any written comments, and shall inform them of any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable efforts to respond promptly to any such SEC comments. (b) The Company shall promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser Stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in connection with the Offer. Parent and Merger Sub and their counsel. After agents shall treat the commencement information contained in any such labels, listings and files in accordance with the terms of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On Provided that the conditions contained in Sections 3.1(a) and (c) are satisfied as of the date of commencement of the Offer, as if such date was the Closing Date, except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, after consultation with its counsel, the Company shall consent to the inclusion in the Offer Documents of a statement that the Board has authorized and approved this Agreement and the transactions contemplated hereby and determined that this Agreement and such transactions are filed in the best interests of the Shareholders, but, that the Board is remaining neutral and making no recommendation as to whether Shareholders should tender their Shares in the Offer (the "Board Recommendation"), together with such other supporting information regarding the Board Recommendation as shall be mutually agreeable by the Board and Purchasers. As promptly as reasonably practicable on or after the date of commencement of the Offer, (but in no event later than 5 business days thereafter) the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”") that shallcontaining, subject to except as required by the provisions fiduciary duties of Section 6.3(e)the Board under applicable Law as determined by the Board in good faith, contain after consultation with its counsel, the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements of extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9laws. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchasers agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, 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 disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable federal securities laws. (b) The Company shall, or shall cause its agents to, promptly furnish Purchasers, upon request, with (i) mailing labels containing the Exchange Actnames and addresses of all record Shareholders, (ii) security position listings of Common Shares held in stock depositories and (iii) a non-objecting beneficial owners (NOBO) list, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Common Shares. The ParentCompany shall, the Purchaser or shall cause its agents to, furnish Purchasers upon request with such additional information, including, without limitation, updated listings and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECcomputer files of Shareholders, mailing labels and security position listings, and such other assistance in disseminating the Company shall give due consideration Offer Documents to holders of Common Shares as Purchasers may reasonably request. Subject to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies requirements of any written commentsapplicable Law, and shall inform them of any oral comments, that except for such steps as are necessary to disseminate the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, Offer Documents and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity other documents necessary to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of consummate the Offer, Purchasers shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer, and, if this Agreement shall be terminated in accordance with Section 7.1, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in its possession.

Company Action. (a) Schedule 14D-9The Company consents to and approves the Offer pursuant to the terms of this Agreement, subject to Section 6.3(e). On The Company further consents to the date inclusion in the Offer Documents are filed of the Company Board Recommendation. (b) Promptly following the filing of the Schedule TO by Merger Sub, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of except as provided in Section 6.3(e), contain the Company Board Recommendation. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 will comply in all material respects to be filed with the applicable provisions of SEC on the Exchange Act same day as the Schedule TO shall be filed with the SEC, and Delaware corporation Lawin any event cause it to be filed no later than two (2) business days thereafter. The Company shall cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case in all material respects as and required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the extent Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser Merger Sub, and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, SEC and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Parent and Merger Sub and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) provide Parent, Merger Sub and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. The (iii) unless there has been a Change of Recommendation, provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any written response to such written responses and the Company shall give due consideration comments or any proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company will not publishshall within two (2) days after the date hereof, sendfurnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Merger Sub mailing labels containing the names and addresses of all record Company Stockholders and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock. The Company shall use its reasonable best efforts to promptly furnish or give cause to be furnished to Merger Sub such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to Company Stockholders supplemental as Parent or revised materials without the Merger Sub may reasonably request, all at Parent’s prior written consentexpense. Subject to the requirements of Applicable Law and the rules of NYSE MKT, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the transactions contemplated by this Agreement, including the Offer and the Merger (icollectively, the “Transactions”). If the Offer is terminated or if this Agreement shall be terminated, Merger Sub and Parent will promptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) as may be required by Law all copies, summaries and extracts of such information then in their possession or (ii) as contemplated control. The term “Representatives” means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or permitted by Section 6.3representatives of a party.

Company Action. (a) Schedule 14D-9Subject to Section 6.05(c), the Company (i) hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in Section 3.04 and (ii) shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, their respective Stockholder Support Agreement. (b) On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e"), contain the Company Board Recommendation. The Schedule 14D-9 will which shall (i) comply in all material respects with the applicable provisions of the Exchange Act Act, the rules and Delaware corporation Lawregulations thereunder and all other applicable Laws and (ii) contain the Fairness Opinion and, except as provided in Section 6.05(c), the recommendation of the Company Board described in Section 3.04. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the Company shall give due consideration SEC or disseminated to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselholders of Shares. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any such written responses and participate in the response of the Company to such comments. (c) The Company shall give due consideration promptly furnish Parent and Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other reasonably available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall promptly furnish Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the reasonable additionsrequirements of applicable Law, deletions and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or changes suggested thereto by the ParentMerger, Parent and Purchaser shall hold in confidence the Purchaser information contained in such labels, listings and their counsel. After files, shall use such information only in connection with the commencement of the OfferTransactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and the Merger. On The Company shall file with the SEC, on or as soon as practicable after the date of the Offer Documents are filed with commencement of the SEC the Company shallOffer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that shallcontaining the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, subject including the Merger, and shall promptly mail the Schedule 14D-9 to the provisions stockholders of Section 6.3(e), contain the Company. Parent will promptly supply to the Company Board Recommendationin writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to be included in the Schedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany’s stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Exchange ActCompany, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of . (b) In connection with the Offer, the Company will not publishshall promptly furnish Parent and Purchaser with mailing labels, sendsecurity position listings, any non-objecting beneficial owner lists and all available listings or give to Company Stockholders supplemental or revised materials without computer files containing the Parentnames and addresses of the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions and non-objecting beneficial owner’s prior written consent, except as (ilists) as Parent and Purchaser or their agents may be required by Law or (ii) as contemplated or permitted by Section 6.3reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) Schedule 14D-9The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement. On The Company hereby further consents to the date inclusion in the Offer Documents are filed of the Company Board Recommendation. The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.2(b). (b) Promptly following the filing of the Schedule TO by Purchaser, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to containing the provisions recommendation of Section 6.3(e), contain the Company Board Recommendationdescribed in Section 4.4(b) (unless there has been a Change in Recommendation as permitted by and in accordance with Section 7.2(b)). The Company shall cause the Schedule 14D-9 will comply to be filed with the SEC on the same day as the Schedule TO shall be filed with the SEC. The Company shall promptly mail the Schedule 14D-9 to the holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects with the as required by applicable provisions of the Exchange Act and Delaware corporation Lawfederal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the holders of Company StockholdersShares, in each case in all material respects as and required by applicable U.S. federal securities laws. Parent or Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser and their counsel in writing with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use reasonable best efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change in Recommendation, provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity response to review such comments or any such written responses and the Company shall give due consideration proposed amendment to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 prior to the Parent, filing thereof with the Purchaser and their counsel. After the commencement of SEC. (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Purchaser such information as Purchaser may reasonably request in order to disseminate or otherwise communicate the Offer to the record and beneficial holders of Company Shares, including mailing labels containing the names and addresses of all record holders of Company Shares and with security position listings of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Company Shares. The Company shall use its reasonable best efforts to promptly furnish or cause to be furnished to Purchaser such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Purchaser may reasonably request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Purchaser and Parent will not publish, sendpromptly deliver to the Company, or give destroy, and cause their Representatives to Company Stockholders supplemental deliver to the Company, or revised materials without destroy, all copies, summaries and extracts of such information then in their possession or control in accordance with the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Confidentiality Agreement.

Company Action. (a) Schedule 14D-9. On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, including the exhibits thereto the “Schedule 14D-9”) that shall), containing, subject to the provisions of Section 6.3(e)7.2, contain the Company Board Recommendation, which shall include the Fairness Opinion, and shall disseminate the Schedule 14D-9 as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable Law. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements under applicable Law. Each of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Merger Sub agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, 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 disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the SEC or disseminated to holders of shares of Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselCommon Stock. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any comments or communications, written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff the SEC Staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments or communications and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any participate in the response of the Company to such written responses and the comments. The Company shall give due reasonable and good faith consideration to suggestions of Parent or its counsel in response to such comments or communications. In the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, event that the Company will not publishreceives any comments from the SEC or the SEC Staff with respect to the Schedule 14D-9, sendit shall use commercially reasonable efforts to respond promptly to such comments and take all other actions necessary to resolve the issues raised therein. (b) The Company shall instruct its transfer agent to furnish Parent and Merger Sub with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock and with security position listings of shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Company Common Stock. The Company shall instruct its transfer agent to furnish Parent and Merger Sub with such additional available information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents and any other documents necessary to consummate the transactions contemplated by this Agreement to holders of shares of Company Common Stock, as Parent or give Merger Sub may reasonably request. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, such information and materials shall be deemed “Evaluation Material” under the Confidentiality Agreement. The information contained in such labels, listings and files shall be treated and held in confidence by Parent and Merger Sub in accordance with the immediately preceding sentence and shall be used only in connection with the transactions contemplated by this Agreement, and, if this Agreement shall be terminated in accordance with Article IX, Parent and Merger Sub shall deliver to the Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3all copies of such information then in their possession.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC (and in any event file within three (3) Business Days after the Company shallOffer Documents are filed), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board Recommendation. The , the fairness opinion of the Company’s financial advisor referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 will comply in all material respects with to the holders of Shares as and to the extent required by applicable provisions Law, including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to any comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (b) The Company shall reasonably promptly after the reasonable additions, deletions or changes suggested thereto by the date hereof provide to Parent, or cause to be provided to Parent, a list of the Purchaser holders of Shares as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used by Parent to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Parent and Merger Sub (and their counsel. After respective representatives) shall hold in confidence the commencement information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Offer, Shares accepted for payment by Merger Sub effective immediately after the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3Acceptance Time.

Company Action. (a) Schedule 14D-9. On As promptly as reasonably practicable on the date the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselcounsel and shall use reasonable best efforts to respond promptly to any such SEC comments. After the commencement of the Offer, the Company will not publish, send, send or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company hereby approves of and consents to the date Offer, the Offer Documents are filed Merger, the Top-Up Option and the other transactions contemplated by this Agreement (collectively, the “Transactions”). (b) Contemporaneous with the SEC filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e5.2(c), contain the Company Board Recommendation. The Schedule 14D-9 will comply in Company further agrees to take all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. Parent and Purchaser will provide to the Company Stockholdersany information with respect to Parent and Purchaser and their respective officers, directors, Affiliates and agents required to be provided in the Schedule 14D-9 under applicable Laws or as reasonably requested by the Company. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the . The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses before they are submitted to the SEC or its staff, and the Company shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After The Company shall respond promptly to any comments of the commencement of SEC or its staff with respect to the Schedule 14D-9. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished to Purchaser mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable 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 the Shares, and shall promptly furnish Purchaser with such information and assistance (including, but not publishlimited to, sendlists of holders of the Shares, or give updated promptly from time to Company Stockholders supplemental or revised materials without the Parenttime upon Purchaser’s prior written consentrequest, except as (iand their addresses, mailing labels and lists of security positions) as Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other Transactions contemplated by this Agreement, Purchaser shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be required by Law or (ii) as contemplated or permitted by Section 6.3terminated, shall promptly deliver to the Company all copies of such information.

Company Action. (a) Schedule 14D-9. On The Company hereby approves of and consents to the date Amended Offer, and represents and warrants that it has complied with its obligations to Tornante-MDP Xxx Holding LLC (“Tornante”) and Tornante-MDP Xxx Acquisition Corp. (“Tornante Merger Sub”) pursuant to the Offer Documents are filed terms of the Agreement and Plan of Merger dated as of March 5, 2007 by and among the Company, Tornante and Tornante Merger Sub (the “Prior Merger Agreement”) in connection with the SEC termination of the Prior Merger Agreement. (b) The Company shallhereby agrees to file with the SEC, within two (2) business days (as defined in a manner that complies with Rule 14d-9 14d-1 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on ) after the filing by Parent and Merger Sub of the Schedule 14D-9 with the SEC TO with respect to the Offer (together with all amendmentsAmended Offer, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject an amendment to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 that will comply in all material respects with the applicable provisions of all applicable securities laws. The Schedule 14D-9, as so amended, shall contain a statement that the Exchange Act board of directors of the Company has previously deemed the Amended Offer to be a “Superior Proposal” for purposes of the Prior Merger Agreement and Delaware corporation Lawa statement that the board of directors of the Company recommends to the Company’s stockholders that they accept, and tender their Shares pursuant to, the Amended Offer. The Company shall cause promptly make any amendments or supplements to the Schedule 14D-9 to comply in all material respects with the requirements of the as are required by applicable United States federal securities Laws laws (and Delaware corporation Law andeach of Parent and Merger Sub, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any written information supplied by the Parent or the Purchaser in writing it specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to shall promptly notify the extent that Company of any required corrections of such information and shall have become false or misleading in any material cooperate with the Company with respect or as otherwise required by applicable Lawto correcting such information), and the Company agrees shall take all steps necessary to cause the Schedule 14D-9, as so correctedcorrected or supplemented, to be filed with the SEC and disseminated to the Company Stockholders, in each case holders of Shares as and to the extent required by the Exchange Actapplicable securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on amendments to the Schedule 14D-9 relating to the Amended Offer before it is they are filed with the SEC, and . (c) In connection with the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In additionAmended Offer, the Company shall provide promptly upon execution of this Agreement furnish Parent with mailing labels containing the Parentnames and addresses of all record holders of Shares, the Purchaser a non-objecting beneficial owners list and their counsel with copies security position listings of any written commentsShares held in stock depositories, each as of a recent date, and shall inform them promptly furnish Parent with such additional information, including updated lists of any oral commentsstockholders, that mailing labels and security position listings, and such other information and assistance as Parent may reasonably request for the Company or its counsel may receive from time to time from purpose of communicating the SEC or its staff with respect Amended Offer to the Schedule 14D-9 promptly after receipt record and beneficial holders of such commentsShares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any written other documents reasonably necessary to consummate the Amended Offer or oral responses thereto. The Parentthe Merger, the Purchaser Parent and Merger Sub shall, and shall cause their counsel shall be given a reasonable opportunity to review any such written responses respective officers, employees, agents and the Company shall give due consideration to the reasonable additionsrepresentatives to, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required hold in confidence all information that is provided by Law or the Company pursuant to this Section 1.3(c), including, without limitation, all information contained in the mailing labels and beneficial owner lists provided by the Company pursuant to this Section 1.3(c), and (ii) as contemplated use all such information solely in connection with the Amended Offer and the Merger. Without limiting the foregoing, if this Agreement is terminated or permitted if the Amended Offer is otherwise terminated, Parent and Merger Sub shall, and shall cause their respective officers, employees, agents and representatives to, promptly destroy or cause to be destroyed or deliver or cause to be delivered to the Company copies of all of the information provided by the Company pursuant to this Section 6.31.3(c) that is then in the possession of Parent, Merger Sub or their respective officers, employees, agents and representatives.

Company Action. (a) Schedule 14D-9The Company hereby consents to the Offer and agrees to promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositories, in each case true, correct and complete as of the most recent practicable date, and will provide to Parent such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. On the date Except for such steps as are necessary to disseminate the Offer Documents are filed and any other documents necessary to consummate the Merger (as defined in Section 2.1) in accordance with applicable law, Parent and Merger Sub and each of their affiliates, associates, employees, agents and representatives shall hold in confidence the information contained in any such lists, labels, listings or files in accordance with the terms of the Confidentiality Agreement (as defined in Section 6.3(a)) and shall otherwise comply with the requirements of such agreement. (b) As promptly as practicable after the time that the Offer is commenced, the Company shall file with the SEC the and disseminate to holders of Company shallCommon Stock, in each case as and to the extent required by applicable federal securities laws, a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallshall reflect the recommendations of the Company’s Board of Directors referred to in Section 3.19, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation6.1. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany’s stockholders, shall not to contain any untrue statement of material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, Merger Sub and the Parent and the Purchaser, on the other hand, agree each agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, . The Company agrees to provide to Parent and the Company shall give due consideration to the reasonable additions, deletions its counsel any comments or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that other communications which the Company or its counsel may receive from time to time from the staff of the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses theretothereof. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses Merger Sub and the Company shall give due consideration each hereby agree to provide promptly such information necessary to prepare the exhibits and schedules to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 and the Parent, Offer Documents as the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as respective party responsible therefore may be required by Law or (ii) as contemplated or permitted by Section 6.3reasonably request.

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the (i) The Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect hereby consents to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) represents that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply Board, at a meeting duly called and held has (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in all material respects with the applicable provisions best interests of the Exchange Act Company’s stockholders, (B) approved and Delaware corporation Law. The Company shall cause adopted this Agreement and the Schedule 14D-9 to comply transactions contemplated hereby, including the Offer and the Merger, in all material respects accordance with the requirements of the applicable United States federal securities Laws Delaware Law and Delaware corporation Law and(C) resolved to recommend that the Company’s stockholders accept the Offer, on tender their Company Shares to the Merger Sub pursuant to the Offer and approve and adopt this Agreement (such recommendation, the “Board Recommendation”). (ii) The Company hereby consents to the inclusion of the foregoing determinations and approvals and the Board Recommendation in the Offer Documents. (b) As soon as practicable following the date first hereof, the Company shall amend the Schedule 14D-9 it previously filed with the SEC to reflect the termination of the First Merger Agreement and on affirm the date first published, sent or given Board Recommendation. The Company shall disseminate to holders of Company Shares such amended version to the Shares, not to contain any untrue statement of material fact or omit to state any material fact extent required to be stated therein, in light by applicable federal securities laws. Each of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Merger Sub agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law, respect. The Company has used and the Company agrees shall use reasonable best efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any change to the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, the The Company has provided and shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel has received or may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review and comment on any such proposed written responses in respect thereof before they are submitted to the SEC and to participate with the Company shall give due consideration to or its counsel in any discussions or meetings with the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3SEC.

Company Action. (a) Schedule 14D-9. On or as promptly as practicable after the date the Offer Documents are filed with the SEC SEC, the Company shallshall file with the SEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions of Section 6.3(e)6.03, contain contains the Company Board Recommendation. The Recommendation and shall promptly mail the Schedule 14D-9 will comply in all material respects to the Company Shareholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Laws. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable furnish to the date first filed with the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that is required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub each agree promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company StockholdersShareholders, in each case as and to the extent required by applicable Law. (b) Except in connection with (i) an Acquisition Proposal that the Exchange Act. The Company’s Board of Directors determines in good faith constitutes or could reasonably be expected to result in a Superior Proposal or (ii) a Change in the Company Recommendation: (A) Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed sufficiently in advance of its filing with the SECSEC (including any amendments or supplements thereto), and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Merger Sub and their its counsel. In addition, ; and (B) the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). The Company shall use reasonable efforts to respond promptly to any such written responses and the comments. (c) The Company shall give due consideration as promptly as practicable after the date of this Agreement provide to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offeror cause to be provided to Parent, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) a list of the Company’s shareholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Common Stock and lists of securities positions of Company Common Stock held in stock depositories, in each case true and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Company Shareholders, mailing labels and lists of securities positions) as Merger Sub or its agents may be reasonably request in order to communicate the Offer to the Company Shareholders. Except as required by Law applicable Law, and except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or (ii) as contemplated the Offer is otherwise terminated, shall promptly deliver or permitted by Section 6.3cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives.

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation New Jersey Corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware New Jersey corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree agrees to promptly correct any information provided by such party for use in the Schedule 14D-914dD-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholderscompany Stockholders , in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give given due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Board of Directors of the date Company, at a meeting duly called and held, has, subject to the terms and conditions set forth in this Agreement, unanimously: (i) Determined that this Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company Shareholders; (ii) Adopted this Agreement and the Transactions, in all respects, and such adoption constitutes adoption of the Transactions for purposes of the applicable provisions of the TBCA and the Company Rights Plan; and (iii) Resolved to recommend that the Company Shareholders accept the Offer, tender their shares of Company Common Stock in the Offer, and, to the extent required by applicable Law, approve the Merger and this Agreement (the “Company Recommendation”). (b) The Company shall file with the SEC, on the day that the Offer Documents are filed with the SEC the Company shallis commenced, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions of Section 6.3(e5.3(b), contain contains the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act Recommendation and Delaware corporation Law. The Company shall cause promptly mail the Schedule 14D-9 to comply in all material respects the Company Shareholders together with the requirements of Offer Documents as required by Rule 14d-9 under the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersExchange Act. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Merger Sub each agree promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and Shareholders to the extent required by applicable Law. Parent and Merger Sub shall as promptly as reasonably practicable furnish to the Exchange ActCompany all information concerning Parent and Merger Sub that is required or reasonably requested by the Company for inclusion in the Schedule 14D-9. The Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed sufficiently in advance of its filing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions SEC (including any amendments or changes suggested thereto by the Parent, the Purchaser and their counselsupplements thereto). In addition, the The Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or otherwise related to the Transactions promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review any such written responses and participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall give due consideration to be given), including by participating with the reasonable additions, deletions Company or changes suggested thereto by its counsel in any discussions or meetings with the Parent, the Purchaser and their counsel. After the commencement of SEC or its staff. (c) In connection with the Offer, the Company will not publishshall promptly furnish (or cause its transfer agent to promptly furnish) Parent and Merger Sub with mailing labels, sendsecurity position listings and any available listing or computer files containing the names and addresses of the Company Shareholders, each as of the most recent practicable date, and shall promptly furnish Merger Sub with such additional information and assistance (including updated lists of the Company Shareholders, mailing labels and lists of securities positions) as Merger Sub or give its agents may reasonably request in order to communicate the Offer to the Company Stockholders supplemental or revised materials without the Parent’s prior written consentShareholders. Except as required by applicable Law, and except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (iand their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives. (d) The Company shall as promptly as reasonably practicable furnish to Parent and Merger Sub all information concerning the Company that may be required or reasonably requested by Law Parent or (ii) as contemplated or permitted by Section 6.3Merger Sub for inclusion in the Offer Documents.

Company Action. (a) Schedule 14D-9. On The Company hereby approves and consents to the date Offer and the inclusion in the Offer Documents are filed of a description of the Company Board Recommendation. (b) The Company shall file with the SEC SEC, as promptly as practicable after the Company shallfiling by Parent of the Offer Documents, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) that shallwhich, subject to the provisions of Section 6.3(e7.5(d), (e) and (f), shall contain a description of the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company Shares (concurrently with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference and in the Schedule 14D-9. The Company agrees to cause same mailing envelope as the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case Offer Documents) as and to the extent required by the Exchange Actapplicable Securities Laws. The Parent, Company shall deliver copies of the Purchaser proposed form of the Schedule 14D-9 to Parent and their its counsel in advance of the filing with the SEC and shall provide a reasonable opportunity for review and comment by Parent and its counsel. Parent and its counsel shall be given a reasonable opportunity to review and comment on any amendments and supplements to the Schedule 14D-9 before it is filed prior to their filing with the SEC, and SEC or dissemination to the holders of the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselShares. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any written comments, comments (and shall inform them summaries of any all material oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of any such comments, and any written or oral responses thereto. The Parent, provide the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review participate in the preparation of responses to any such written responses SEC comments. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect and the Company shall give due consideration further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement holders of the OfferCompany Shares, in each case, as and to the extent required by applicable Securities Laws. (c) In connection with the Offer and the Merger, the Company will shall use its reasonable best efforts to cause its transfer agent or agents to furnish Merger Sub, promptly after the date hereof and otherwise from time to time as requested by Parent, Merger Sub or their agents, with mailing labels containing the names and addresses of the record holders of the Company Shares 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, to the extent reasonably available to the Company, regarding the beneficial owners of the Company Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of holders of the Company Shares, security position listings and computer files) as Parent, Merger Sub or their agents may reasonably request in communicating the Offer to the holders of the Company Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and their agents shall not publishuse or disclose the information contained in any such labels, sendlistings and files other than in connection with the Offer and the Merger and, if this Agreement shall be terminated in accordance with Section 9.1, shall, upon request, deliver, and shall use their commercially reasonable efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or give control. (d) During the five (5) Business Days before the then-scheduled Expiration Date and on the first (1st) Business Day following the Expiration Date, promptly following the written request of Parent or Merger Sub, the Company shall certify to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except Parent and Merger Sub in writing as to (i) the number of Company Shares then outstanding (including Company Shares that are Company Performance-Based Restricted Shares or Company Time Vested Restricted Shares), (ii) the number of Company Performance-Based Restricted Shares then outstanding, (iii) the number of Company Time Vested Restricted Shares then outstanding, (iv) the number of Company Shares issuable in respect of Company Stock Options then outstanding, (v) the number of Company Shares issuable in respect of Company Performance-Based Restricted Share Rights then outstanding, (vi) the Company’s computation of the number of Fully Diluted Company Shares then outstanding, with supporting detail, (vii) the number of Company Shares authorized and available for issuance and sale by the Company to Merger Sub in connection with an exercise of the Top-Up Option and (viii) any other information in the possession of the Company as may be required reasonably requested by Law Parent or (ii) as contemplated Merger Sub in order to enable Parent and Merger Sub to determine whether or permitted by Section 6.3not the Minimum Condition has been or would be satisfied.

Company Action. (a) Schedule 14D-9. On the date (i) The Company hereby consents to the Offer Documents and represents that the Company Board, at a meeting duly called and held has (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are filed fair to and in the best interests of the Company’s stockholders, (B) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Delaware Law and (C) resolved to recommend that the Company’s stockholders accept the Offer, tender their Company Shares to the Merger Sub pursuant to the Offer and approve and adopt this Agreement (such recommendation, the “Board Recommendation”). (ii) The Company hereby consents to the inclusion of the foregoing determinations and approvals and the Board Recommendation in the Offer Documents. (b) As soon as practicable on or after the Offer Commencement Date, following the filing of the Schedule TO, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e)5.03, contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the disseminate to holders of Company Shares such Schedule 14D-9 to comply in all material respects with the requirements extent required by applicable federal securities laws. Each of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Merger Sub agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees shall use reasonable best efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any change to the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, the The Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review any such written responses and participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall give due consideration to the reasonable additionsbe given), deletions or changes suggested thereto including by the Parent, the Purchaser and their counsel. After the commencement of the Offer, participating with the Company will not publish, send, or give to Company Stockholders supplemental its counsel in any discussions or revised materials without meetings with the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3SEC.

Company Action. (a) Schedule 14D-9. On The Company shall promptly (but not later than five (5) business days following the date hereof) furnish Parent with a list of holders of Company Common Stock, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories which, in each case, shall be true and correct as of the most recent practicable date, and the Company shall provide to Parent such additional information (including updated lists of holders of Company Common Stock, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for the sole purpose of disseminating the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC to and communicating with respect to the Offer to the holders of Company Common Stock. If this Agreement is terminated in accordance with Article VIII or if the Offer is otherwise terminated, Parent and its Representatives shall promptly deliver or cause to be delivered to the Company all copies of the information specified in the preceding sentence then in their possession. All such information forwarded pursuant to the second sentence of this Section 1.2(a) shall be held by Parent and Merger Sub in confidence in accordance with the Confidentiality Agreement. (together with all amendments, supplements and exhibits theretob) On the Offer Commencement Date, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed file with the SEC and on the date first published, sent or given disseminate to holders of the Shares, not to contain any untrue statement shares of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company StockholdersCommon Stock, in each case as and to the extent required by applicable Law, including U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Exchange Act“Schedule 14D-9”) that, subject to Section 6.3, shall reflect the Company Offer Recommendation. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The ParentCompany 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 holders of Company Common Stock, in each case as and to the Purchaser extent required by applicable Law, including U.S. federal securities laws and their the rules and regulations of Nasdaq. (c) Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto all comments made by the Parent, the Purchaser Merger Sub and their counsel. In addition, the The Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of any (i) all comments and other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its Parent, Merger Sub and their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given (ii) a reasonable opportunity to review any such written responses participate in the Company’s response to those comments and to provide comments with respect to that response (to which reasonable and good faith consideration shall be given), including by participating with the Company shall give due consideration or its counsel in all discussions and meetings with the SEC.. (d) Prior to the reasonable additions, deletions or changes suggested thereto by the ParentExpiration Date, the Purchaser and their counsel. After the commencement Compensation Committee of the Offer, Company’s Board of Directors (the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i“Compensation Committee”) shall take all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment compensation, severance and employee benefit agreements and arrangements that have been or shall be entered into or granted by Law the Company, Parent, or (ii) as contemplated any other of their respective Affiliates with or permitted by Section 6.3to current or future directors, officers, or employees of the Company and its subsidiaries, to ensure that all such agreements and arrangements satisfy the safe harbor provisions of Rule 14d-10(d)(2).

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and represents that its Board of Directors has duly adopted resolutions approving the Offer, the Merger, this Agreement, the Tender Agreements and the acquisition of shares of Common Stock pursuant thereto, has determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and has resolved to recommend acceptance of the Offer and approval of the Merger by the stockholders of the Company. On The Company hereby consents to the date inclusion in the Offer Documents are filed of the recommendation of the Board of Directors of the Company described in this Section 1.2(a), subject to the right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer in accordance with Section 5.7(b) hereof. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule 14D-9”") that which shall, subject to the provisions right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer in accordance with Section 6.3(e)5.7(b) hereof, contain the Company Board Recommendationrecommendation referred to in Section 1.2(a) hereof. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied furnished by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case as and to the extent required by applicable federal securities laws. The Each of the Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree agrees promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable the opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written comments or oral responses theretoother communications. The Parent, Company has been advised by each of its directors that as of the Purchaser and their counsel shall be given a reasonable opportunity date hereof each such person intends to review any tender all of the shares of Common Stock owned by such written responses and the Company shall give due consideration person pursuant to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of Offer. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not publishlimited to, sendupdated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or give its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents, the Parent and the Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will upon request of the Company Stockholders supplemental deliver or revised materials without cause to be delivered to the Parent’s prior written consent, except as (i) as may be required by Law Company all copies of such information then in its possession or (ii) as contemplated the possession of its agents or permitted by Section 6.3representatives.

Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of this Agreement, subject to Section 6.3(e). The Company hereby further consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) Concurrently with the filing of the Schedule 14D-9. On TO with the SEC on the date the Offer Documents are filed is commenced, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of except as provided in Section 6.3(e), contain the Company Board Recommendation. The Company agrees to take all steps necessary to cause the Schedule 14D-9 will comply in all material respects to be prepared and filed with the applicable provisions SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholderslaws. The Company, on the one hand, and the Parent and the PurchaserMerger Sub, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Applicable Law, 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 disseminated to the Company StockholdersShareholders, in each case in all material respects as and required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the extent Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Exchange ActCompany in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall agrees to (i) provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. The (ii) provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review reasonably detailed description of any such written responses and oral comments the Company shall give due consideration or its counsel may receive from time to time from the SEC or its staff with respect to the reasonable additions, deletions or changes suggested thereto by Schedule 14D-9 promptly after the Parent, the Purchaser and their counsel. After the commencement receipt of such comments. (c) In connection with the Offer, the Company will not publishshall promptly furnish or cause to be furnished (including by instructing its transfer agent to promptly furnish) to Merger Sub mailing labels containing the names and addresses of all record Company Shareholders and with security position listings of shares of Company Common Stock held in stock depositories, sendeach as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock. The Company shall use its reasonable best efforts to promptly furnish or give cause to be furnished to Merger Sub such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to Company Stockholders supplemental Shareholders as Parent or revised materials without the Merger Sub may reasonably request, all at Parent’s prior written consentexpense. Subject to the requirements of Applicable Law, including the rules of NASDAQ, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the transactions contemplated by this Agreement, including the Offer and the Merger (icollectively, the “Transactions”). If the Offer is terminated or if this Agreement shall be terminated, Merger Sub and Parent will promptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) as may be required by Law all copies, summaries and extracts of such information then in their possession or (ii) as contemplated control. The term “Representatives” means the officers, directors, authorized employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or permitted by Section 6.3representatives of a party.