Common use of Company Action Clause in Contracts

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Board of Directors of the Company (the "Board"), at a meeting duly called and held, has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger (as defined in Section 2.01), are fair to, and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of, the stockholders of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company, (ii) approving and adopting and approving this Agreement and the Articles transactions contemplated hereby, including the Offer, the Merger, and the Stockholder Tender Agreement of Amendment; even date between the Purchaser and a certain stockholder of the Company (bthe "Stockholder Tender Agreement") and the transactions contemplated thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, the Merger and the Stockholder Tender Agreement, and the transactions contemplated hereby and thereby, for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and Article EIGHTH of the Certificate of Incorporation (as promptly as practicable after the date defined in Section 2.03 of this Agreement), (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause recommending that the Proxy Statement to be mailed stockholders of the Company accept the Offer, tender their Shares thereunder to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, Purchaser and approve and adopt this Agreement and the Articles Merger; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended to the extent that the Board, by a majority vote, determines in its good faith judgment, based as to legal matters on the advice of Amendment; andlegal counsel, that the Board is required to do so for the proper discharge of its fiduciary duties. (b) The Company has been advised by each of its executive officers who as of the date hereof is aware of the transactions contemplated hereby and each of its Directors, that each such person intends to tender pursuant to the Offer all Shares owned by such person. The Company represents that the Board has received the opinion of PaineWebber Incorporated ("PaineWebber") that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. (c) include in The Company shall use its best efforts to file with the Proxy StatementSEC a Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") on the date the Offer Documents are filed with the SEC, and in any event shall file with the SEC the Schedule 14D-9 not later than the date required pursuant to the Exchange Act and the applicable rules and regulations promulgated thereunder, containing the recommendation described in Section 1.02(a) and shall mail the Schedule 14D-9 to the stockholders of the Board that Company. The Schedule 14D-9 shall comply in all material respects with the Shareholders requirements of the Company vote Exchange Act and the rules and regulations promulgated thereunder on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, and 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 favor order to make the statements therein, in light of the sale of the Second Funding Shares circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to Buyer and adopt and approve this Agreement information supplied in writing by the Parent or the Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, the Parent and the Articles of Amendment; providedPurchaser agrees promptly to correct any information provided by it 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, however, 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 as so amended or supplemented to be filed with the SEC and disseminated to the Company's Board of Directors shall not be stockholders, in each case as and to the extent required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under by applicable lawFederal securities laws. Buyer The Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders stockholders of the Company. (d) In connection with the Offer, the Company will, and will cause its transfer agent (the "Transfer Agent") to, furnish promptly to the Parent and the Purchaser mailing labels containing the names and addresses of all record holders of Shares as of a recent date and of those persons becoming record holders after such date, together with copies of all lists of stockholders and security position listing and computer files and all other information in the Company's possession and control regarding the beneficial ownership of Shares. The Company agrees shall promptly furnish the Parent and the Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and security position listings and computer files) and such other assistance as the Parent and the Purchaser or their agents may reasonably request in communicating the Offer to provide Buyer the record and its counsel beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary or advisable to disseminate the Offer and any comments other documents necessary to consummate the Merger and to solicit tenders of Shares and the approval of the Merger, Parent and Purchaser and each of their affiliates shall hold in confidence the information contained in any of such labels, lists and additional information, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession or under their control.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting The Company hereby approves of and consents to the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: Offer and represents and warrants that (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein Board, at a meeting duly called and held on May 10, 1999, has unanimously (iiA) adopting and approving determined that this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of transactions contemplated by this Agreement, (i) file with including each of the SEC a proxy statement (Offer and the "Proxy Statement") Merger, are fair to and other proxy soliciting materials relating in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to the Shareholders Meetingbe advisable, (iiB) respond promptly to any comments made approved this Agreement and the transactions contemplated by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, including the Merger, and (ivC) in all other respects use its best efforts to cause recommended that the Shareholders to approve holders of Shares accept the sale Offer and that the stockholders of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of Amendmentthe date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; andprovided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement. (cb) include The Company agrees, subject to the terms and conditions set forth herein, that it will file, as soon as reasonably practicable on the date of commencement of the Offer, with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, subject only to the right to withdraw, modify or amend such recommendation as and to the extent provided in the Proxy StatementSection 1.02(a), the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company will take all steps necessary to ensure that the Shareholders Schedule 14D-9 (i) will comply in all material respects with the provisions of applicable federal and state securities laws and (ii) will not contain any untrue statement of a material fact or -4- omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the Company vote circumstances under which they were made, not misleading. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in favor of the sale of the Second Funding Shares by Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to Buyer take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and adopt disseminated to holders of Shares, in each case as and approve this Agreement and to the Articles of Amendment; provided, however, the Company's Board of Directors shall not be extent required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders stockholders of the Company. The Company agrees to provide Buyer Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 and written statements describing telephone conversations with the SEC or its staff with respect to the 14D-9 promptly after the receipt of such comments or such conversations and to cooperate with Parent, Purchaser and their counsel in responding to any such comments. The Company agrees to use its reasonable best efforts to respond promptly to the SEC. (c) The Company shall cause its transfer agent to promptly 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 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 and securities convertible into Shares. The Company shall cause its transfer agent to furnish Purchaser with such additional information (including updated listings and computer files of stockholders, mailing labels and security position listings) and such other assistance as Parent, Purchaser or their agents 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 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 the Merger and, if this Agreement shall be terminated in accordance with Section 8.01, will promptly deliver to the Company the original and all copies of such information then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that: (i) the Board of Directors, at a meeting duly called and held on December 10, 1998, at which a majority of the Directors were present: duly and unanimously approved and adopted this Agreement, the Option Agreement, the Stockholders Agreement and the transactions contemplated herebyhereby and thereby, including the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement Offer and the Articles of Amendment; (b) as promptly as practicable after the date of this AgreementMerger, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating resolved to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board recommend that the Shareholders stockholders of the Company vote in favor of accept the sale of Offer, tender their Shares pursuant to the Second Funding Shares by the Company to Buyer and adopt Offer and approve this Agreement and the Articles transactions contemplated hereby, including the Merger; and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of Amendmentthe holders of Shares; provided, however, that prior to the purchase by the Purchaser of Shares pursuant to the Offer, the Company may modify, withdraw or change such recommendation to the extent that the Board of Directors determines, after consultation with outside legal counsel to the Company, that the failure to so withdraw, modify or change such recommendation would likely breach the fiduciary duties of the Board of Directors under applicable laws; (ii) with respect to the Rights Agreement, the Company has duly amended the Rights Agreement to provide that (A) neither this Agreement nor any of the transactions contemplated hereby, including the Offer and the Merger, will result in the occurrence of a "Distribution Date" (as such term is defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof, and (B) the Rights shall automatically on and as of the Effective Time (as defined below) be void and of no further force or effect; and (iii) Xxxxxxxxxxx Xxxxxxx & Co., Inc. ("Xxxxxxxxxxx Xxxxxxx") has delivered to the Board of Directors its written opinion that as of the date hereof the consideration to be received by the stockholders of the Company pursuant to each of the Offer and the Merger is fair to the stockholders of the Company from a financial point of view. The Company has been authorized by Xxxxxxxxxxx Xxxxxxx to permit the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board of Directors described in this Section 1.2(a). (b) The Company shall file with the SEC, no later than the fifth business day following the public announcement of this Agreement, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any and all amendments or supplements thereto, and including the exhibits thereto, the "Schedule 14D-9"). The Schedule 14D-9 will comply in all material respects with the provisions of all applicable law, including Federal securities law and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, 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, except that no representation is made by the Company with respect to information furnished by the Purchaser, in writing, expressly for inclusion 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 Shares, in each case as and to the extent required by applicable Federal securities laws. The Company shall mail, or cause to be mailed, such Schedule 14D-9 to the stockholders of the Company at the same time the Offer Documents are first mailed to the stockholders of the Company together with such Offer Documents. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors described in Section 1.2(a) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall not be required to make, and shall be entitled to withdraw, have become false or misleading in any such recommendation material respect (and cease the Purchaser, 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 solicitationinformation and cooperate with the Company with respect to correcting such information) if such Board concludes and to supplement the information contained in good faith on the basis Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the advice circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of its outside counsel that the making ofCompany, or in each case as and to the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable law, including Federal securities laws. Buyer The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to provide Buyer the Purchaser and its counsel with any comments comments, whether 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 Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company, promptly upon execution of this Agreement, shall furnish or cause to be furnished to the Purchaser mailing labels containing the names and addresses of all record holders of Shares, non-objecting beneficial owner lists and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish the Purchaser with such additional information (including, but not limited to, updated lists and computer files containing the names of stockholders and their addresses, mailing labels and security position listings) and such other information and assistance as the Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Board, at a meeting duly called and held on May 8, 2008, has, subject to the terms and conditions set forth in this Agreement, unanimously (i) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders Meeting") as soon as practicable following “Transactions”), are fair to, and in the date best interests of, the holders of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Shares, (ii) adopting approved and approving declared advisable this Agreement and the Articles Transactions (such approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof), and (iii) resolved to recommend that the holders of Amendment; (b) Shares accept the Offer and tender their Shares pursuant to the Offer, and that the holders of Shares adopt this Agreement and approve the Transactions to the extent required by applicable Law. The Company further represents that Xxxxxxx & Company, LLC has delivered to the Board a written opinion that, as promptly as practicable after of the date of this Agreement, the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (ithe “Fairness Opinion”). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in this Section 2.02(a). (b) As promptly as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a proxy statement Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Proxy Statement"“Schedule 14D-9”) containing, subject to Section 7.05(c), the Fairness Opinion and other proxy soliciting materials relating the recommendation of the Board described in Section 2.02 (a), and shall disseminate the Schedule 14D-9 to the Shareholders Meeting, (ii) respond promptly to any comments made extent required by Rule 14d-9 promulgated under the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this AgreementExchange Act, and (iv) in all any other respects applicable Law. The Company will use its reasonable best efforts to cause the Shareholders Schedule 14D-9 to approve comply in all material respects with the sale applicable requirements under Law. Each of the Second Funding Shares Company, Parent and Purchaser agrees to correct promptly 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, and the Company further agrees to Buyertake all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and approve disseminated to holders of Shares, in each case as and adopt this Agreement and to the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the extent required by applicable Law. The Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff the SEC Staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) The Company shall promptly 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 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 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 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 Purchaser 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 terminated in accordance with Article IX, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as As promptly as practicable after the date Offer Documents are filed with the SEC pursuant to the first sentence of this AgreementSection 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), (i) the Company shall file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating and, to the Shareholders Meetingextent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (iitogether with all exhibits, amendments or supplements thereto, the “Schedule 14D-9”) respond promptly that, subject to any comments made Section 6.04(d), shall reflect the Company Board Recommendation. To the extent requested by the SEC with respect to the Proxy Statement or other proxy soliciting materialsCompany, (iii) Parent and Sub shall cause the Proxy Statement Schedule 14D-9 to be mailed or otherwise disseminated to the Shareholders at holders of Shares together with the earliest practicable time after Offer Documents disseminated to the date holders of this AgreementShares. Each of the Company, Parent and (iv) Sub agrees promptly to correct or supplement any information provided by it or any of its Affiliates for use in all other respects use its best efforts the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. The Company shall cause the Shareholders Schedule 14D-9 as so corrected to approve be filed with the sale SEC and to be disseminated to holders of Shares, in each case as and to the Second Funding Shares extent required by the Company to Buyerapplicable U.S. securities Laws. Parent, Sub and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its their counsel shall be given a reasonable opportunity to review and comment upon (i) on the Proxy Statement prior to its filing Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or dissemination changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to Shareholders of be appropriate and (ii) on any correspondence with the CompanySEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company agrees to shall provide Buyer Parent and its Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold The Company hereby approves of and agrees to undertake the Offer and represents and warrants that the Board, at a special meeting of duly called and held, has, subject to the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: terms and conditions set forth herein, (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles Transactions, including the Offer and the Merger, are fair to, and in the best interests of, the stockholders of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders MeetingCompany, (ii) respond promptly to approved this Agreement and the Transactions, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Sections 203 and 251 of the DGCL and similar provisions of any comments made by the SEC with respect other similar state statutes that might be deemed applicable to the Proxy Statement or other proxy soliciting materialsTransactions, (iii) cause has taken all action under the Proxy Statement Rights Agreement to be mailed to make the Shareholders at the earliest practicable time after the date of this Agreementrepresentations and warranties contained in Section 6.13 true and correct in all respects, and (iv) in all other respects use its best efforts resolved to cause recommend that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to BuyerOffer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of AmendmentMerger; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any that such recommendation (and cease such solicitation) if such -------- ------- may be withdrawn, modified or amended to the extent that the Board concludes by a majority vote determines in its good faith judgment, based as to legal matters on the basis of the advice of its outside counsel legal counsel, that the making of, or Board is required to do so in the failure to withdraw, exercise of its fiduciary duties. The Company shall include a statement of such recommendation would violate and approval in the fiduciary obligations Offer Documents. The Company further represents that Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc. (the "Financial --------- Advisor") has delivered to the Board its written opinion that the ------- consideration to be received in the Offer and the Merger by the holders of such Board under applicable law. Buyer Shares (other than Purchaser and its counsel shall be given reasonable opportunity affiliates) is fair from a financial point of view to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Companysuch holders. The Company agrees to, and has been authorized by the Financial Advisor to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect permit, subject to the Proxy Statement prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents. (b) The Company shall take all action as may be necessary to effect the Offer as contemplated by this Agreement, including, without limitation, promptly after mailing the receipt Offer Documents to the record holders and beneficial owners of such commentsthe Shares.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold The Company hereby approves of and consents to the Offer and represents that the Board, at a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: duly called and held on December 10, 2007, has unanimously (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of transactions contemplated by this Agreement, including each of the Offer and the Merger (i) file with collectively, the SEC a proxy statement (“Transactions”), are fair to, and in the "Proxy Statement") and other proxy soliciting materials relating to best interests of, the Shareholders Meetingholders of Shares, (ii) respond promptly to any comments approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made by in accordance with the SEC with respect to the Proxy Statement or other proxy soliciting materialsDGCL, including, without limitation, Section 203 thereof) and (iii) cause resolved to recommend that the Proxy Statement to be mailed holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders at the earliest practicable time after the date of this AgreementOffer, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles Transactions. The Company hereby consents, except to the extent withdrawn or modified in accordance with Section 7.05(c), to the inclusion in the Offer Documents of Amendment; andthe recommendation of the Board described in this Section 2.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except to the extent permitted by Section 7.05(c). 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, except to the extent that the tender of Shares would result in liability under Section 16(b) of the Exchange Act or the rules and regulations promulgated thereunder. (cb) include As promptly as reasonably practicable on the date of commencement of the 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”) containing the Fairness Opinion and, except as provided in the Proxy StatementSection 7.05(c), the recommendation of the Board that described in Section 2.02(a), and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable U.S. federal securities Laws. Each of Parent and Purchaser shall promptly furnish to the Company vote in favor of the sale of the Second Funding Shares writing 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. Each of the Company, Parent and Purchaser agrees to Buyer and adopt and approve this Agreement correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Articles 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 holders of Amendment; providedShares, however, in each case as and to the Company's Board of Directors extent required by applicable federal securities Laws. The Company shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments and, subject to providing Parent and its counsel with a reasonable opportunity to participate in the response of the Company, shall respond to any such comments from the SEC regarding the Schedule 14D-9. (c) (i) The Company shall 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 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. (ii) 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 Purchaser 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 terminated in accordance with Section 9.01, shall deliver (and shall use their respective reasonable efforts to cause their agents to deliver) to the Company all copies and any extracts or summaries of such information then in their possession or control. (d) The Company grants to Parent and Purchaser an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued Shares (the “Merger Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following the consummation of the Offer, shall constitute one share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Per Share Amount. Neither Parent, nor Purchaser shall exercise the Merger Option unless following such exercise Parent and Purchaser shall own at least 90% of the outstanding Shares. In the event that Parent or Purchaser exercises the Merger Option and the resulting issuance of the Merger Option Shares by the Company would cause the Company to be in breach of its listing agreement with the Nasdaq Global Market, Parent shall, as soon as practicable following the issuance of the Merger Option Shares, cause the Merger to be consummated in accordance with the terms of this Agreement. (e) The Merger Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least 71% of the Shares on a Fully Diluted Basis. (f) In the event that Parent or Purchaser wish to exercise the Merger Option, Parent shall give the Company one (1) business day's prior written notice specifying the number of Shares that are owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Parent or Purchaser shall pay to the Company an amount equal to the product of (i) the number of Shares purchased pursuant to the Merger Option, multiplied by (ii) the Per Share Amount, which amount shall be paid in cash (by wire transfer or cashier's check) or, at the election of Parent or Purchaser, through a combination of cash and delivery of a promissory note having full recourse to Parent, so long as the cash portion of the consideration for each Merger Option Share is at least $0.001.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on August 6, 2001, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger, and the transactions contemplated by the Stockholder Agreement (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles Transactions (such approval and adoption having been made in accordance with Delaware Law including, without limitation, Section 203 thereof and (C) resolved to recommend that the holders of Amendment; (b) as promptly as practicable after Shares accept the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") Offer and other proxy soliciting materials relating tender their Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement Agreement, and (ii) Broadview has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Articles Merger is fair to the holders of Amendment; andShares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by the Selling Stockholders that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and to vote the Shares held by them in favor of the approval and adoption of this Agreement pursuant to their Stockholder Agreement. (cb) include As promptly as reasonably practicable on the date of commencement of the 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") containing, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makeSection 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer The Company shall give Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing thereof with the SEC or its dissemination to Shareholders of the Company's stockholders. The Company agrees to shall provide Buyer Parent, Purchaser and its their counsel with any comments comments, written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments and any written responses thereto. (c) The Company shall promptly furnish or cause to be furnished to Purchaser 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 available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares as Purchaser or its agents may request in disseminating the Offer Documents to the Company's stockholders. The Company shall promptly furnish or cause to be furnished to Purchaser 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 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 Purchaser 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 terminated in accordance with Section 9.01, shall deliver or cause to be delivered to the Company all copies of such information then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and the Note Tender Offer and represents that (i) the Board, at a meeting duly called and held on November 11, 1998, has unanimously (A) determined that this Agreement, the Stock Option Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving has declared this Agreement and the Articles of Amendment; transactions contemplated hereby to be advisable, (bB) as promptly as practicable after the date of approved and adopted this Agreement, (i) file with the SEC a proxy statement Stock Option Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Merger, and such approval (the "Proxy StatementSection 203 Approval") and other proxy soliciting materials relating to constitutes approval of the Shareholders Meetingforegoing for purposes of Section 203 of Delaware Law, (iiC) respond promptly taken all necessary action to any comments made by avoid the SEC occurrence of a "Distribution Date" (as defined in the Rights Agreement referred to in Section 2.06) with respect to the Proxy Statement or other proxy soliciting materialsRights, (iiiD) cause recommended that the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby, including, without limitation, the Merger, (E) based on the alternatives considered by the Board at such meeting, expressed its belief, while offering no formal opinion, that acceptance of Amendment; the Note Tender Offer is preferable to such alternatives, and (F) approved the modifications to the Notes and the Indenture as provided for in the Consents, and (ii) Warburg Dillon Read LLC has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view. Subject only to the fiduciary duties of the Board under applicable law as determined by the Board in good faith following consultation with the Company's outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company represents to Parent and Purchaser that the Company has been advised by each of its directors and executive officers (which shall consist of the President, each Executive Vice President and any Senior Vice President that beneficially owns in excess of 5,000 Shares) that they intend (i) either to tender or cause to be tendered all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby, and (ii) to tender or cause to be tendered all Notes beneficially owned by them to Purchaser pursuant to the Note Tender Offer, and, with respect to such Notes, to give the Consents solicited pursuant to the Consent Solicitation. (cb) include As soon as reasonably practicable on the date of commencement of the Offer, the Company agrees that it will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, subject only to the fiduciary duties of the Board under applicable law as determined by the Board in good faith following consultation with the Proxy StatementCompany's outside counsel, the recommendation of the Board described in Section 1.03(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company will take all steps necessary to ensure that the Shareholders Schedule 14D-9 will comply in all material respects with the provisions of applicable federal and state securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders stockholders of the Company. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Buyer Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) The Company agrees to promptly 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 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 agrees to furnish 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 as Parent, Purchaser or their agents 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, Parent and 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 the Merger and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order (a) The Company approves of and consents to consummate the Tender Offer and represents and warrants that the Special Committee and the Board each has unanimously adopted (with two directors not voting) resolutions in which it has (i) determined that this Agreement and the transactions contemplated herebyby it are advisable and fair to and in the best interests of the Company and its stockholders (other than Parent and its affiliates), (ii) approved this Agreement and the transactions contemplated by it, including the Tender Offer and the Merger (described in Article 2), and declared that both the Tender Offer and the Merger are advisable, (iii) directed that if approval of the Merger by the Company's stockholders is required by applicable law or by the rules of a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to carry out the Merger, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a Merger be submitted for consideration at an annual or special meeting of the Shareholders stockholders and (iv) determined to recommend that the "Shareholders Meeting"Company’s stockholders (other than Parent and its subsidiaries) as soon as practicable following tender their shares in response to the date Tender Offer, and, if approval of the Merger by the Company's stockholders is required by applicable law or by the rules of a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to carry out the Merger, to recommend that the Company’s stockholders vote any shares of Common Stock they still own in favor of approving the Merger. However, notwithstanding anything contained in this paragraph (a) or elsewhere in this Agreement, if the Special Committee or the Board, after consultation with counsel to the Special Committee about the duties of the members of the Special Committee and of all the directors, determines in good faith to withdraw or modify the recommendation, because the failure to do so could reasonably be expected to be inconsistent with the duties of the members of the Special Committee or of the members of the entire Board of Directors under applicable law, that withdrawal or modification will not constitute a breach of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment;Agreement. (b) as promptly as practicable after the date of this Agreement, (i) The Company will file with the SEC SEC, promptly after Acquisition files the Offer TO, a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements, the "Proxy Statement"“Schedule 14D-9”) containing the recommendations described in subparagraph (a) and other proxy soliciting materials relating will disseminate the Schedule 14D-9 as required by Rule 14d-9 under the Exchange Act. Parent and Acquisition shall promptly furnish to the Shareholders Meeting, (ii) respond Company in writing any information concerning Parent and Acquisition that may be required by applicable Laws for inclusion in the Schedule 14D-9. The Company and Acquisition each will correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that information is or becomes incomplete or inaccurate in any comments made material respect and the Company will file any corrected Schedule 14D-9 with the SEC and disseminate the corrected Schedule 14D-9 to the Company’s stockholders to the extent required by the SEC with respect to Exchange Act or the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; andrules under it. (c) include in In connection with the Proxy StatementTender Offer, the recommendation Company will promptly furnish Acquisition with mailing labels, security position listings and any other available listing or computer files containing the names and addresses of the Board that record holders or, to the Shareholders extent known to the Company, beneficial owners of shares of Common Stock as of a recent date and the Company will furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its representatives may reasonably request in order to communicate the Tender Offer to the record holders and beneficial owners of the Company vote Common Stock. Subject to the requirements of applicable law, Acquisition will hold in favor of confidence the sale of information contained in any such labels, listings or files, and will use that information only in connection with the Second Funding Shares by Tender Offer and the Merger. If this Agreement is terminated before Acquisition accepts tendered shares, Acquisition will return to the Company to Buyer the originals and adopt and approve this Agreement and the Articles all copies of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes that information which are in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsAcquisition’s possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to, and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of, the shareholders of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company, (ii) adopting and approving approved this Agreement and the Articles transactions contemplated hereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of Amendment; (b) as promptly as practicable after the date Offer, this Agreement and the Merger for purposes of this Agreement, (i) file with Section 1101 of the SEC a proxy statement California General Corporation Law (the "Proxy StatementCGCL") ), and similar provisions of any other proxy soliciting materials relating similar state statutes that might be deemed applicable to the Shareholders Meetingtransactions contemplated hereby, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, and (iii) cause resolved to recommend that the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale shareholders of the Second Funding Shares by Company accept the Offer, tender their shares of Company Common Stock thereunder to Buyer, Acquisition and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of AmendmentMerger; provided, however, that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 5.2 of this Agreement. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that Schrxxxx & Xo. Inc. (the "Financial Advisor") has delivered to the Company Board its written opinion, dated as of the date 7 8 hereof, that the cash consideration to be received by the shareholders of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to the prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Schedule 14D-9 and, if required, the Schedule 13E-3 (each, as defined in Section 1.2(b)). (b) Contemporaneously with the commencement of the Offer as provided in Section 1.1, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9") containing the recommendation described in Section 1.2(a) and to promptly mail the Schedule 14D-9 to the shareholders of the Company. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's Board of Directors shareholders, shall not be contain any untrue statement of a material fact or omit to state any material fact required to makebe 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 representation is made by the Company with respect to information supplied by Parent or Acquisition in writing for inclusion in the Schedule 14D-9. The Company, Parent and Acquisition each agrees to correct promptly 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, and shall the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be entitled filed with the SEC and disseminated to withdrawthe holders of shares of Company Common Stock, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Acquisition and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC SEC, and the Company shall consider such comments in good faith. Notwithstanding anything to the contrary in this Agreement, if the Company Board withdraws, modifies or dissemination amends its recommendation in accordance with the provisions of Section 5.2 of this Agreement, such withdrawal, modification or amendment shall not constitute a breach of this Agreement. (c) In connection with the Offer, the Company will cause its transfer agent to Shareholders promptly furnish to Parent and Acquisition mailing labels, security position listings and any available listing or computer files containing the names and addresses of the Companyrecord holders of shares of Company Common Stock as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. The Company agrees Subject to provide Buyer the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments other documents necessary to consummate the Merger, Parent, Acquisition and their affiliates, associates, agents and advisors shall hold in confidence the information contained in any such labels, listings and files and use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving The Special Committee and the sale Board each has adopted resolutions in which it has determined that this Agreement, the Transactions, and the other transactions contemplated by this Agreement are advisable and in the best interests of the Second Funding Shares by the Company to Buyer as contemplated herein and its stockholders, (ii) adopting and approving the Special Committee recommended that the Board approve this Agreement Agreement, the Transactions and the Articles of Amendment; (b) as promptly as practicable after the date of other transactions contemplated by this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to Board approved this Agreement, the Shareholders at Transactions and the earliest practicable time after the date of other transactions contemplated by this Agreement, and (iv) the Board, subject to Sections 8.1(f), 8.1(g) and 8.1(h), determined to recommend that the Company’s stockholders tender their shares of Common Stock in all other respects use its best efforts response to cause the Shareholders Tender Offer. However, notwithstanding anything contained in this paragraph (a) or elsewhere in this Agreement, if the Special Committee or the Board, after consultation with counsel, determines in good faith to approve withdraw or modify the sale recommendation, because the failure to do so could reasonably be expected to be inconsistent with the duties of the Second Funding Shares members of the Special Committee or of the members of the entire Board under applicable law, then the Special Committee and the Board may withdraw or modify their respective recommendations accordingly. (b) The Company will file with the SEC, promptly after Acquisition files the Offer TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements, the “Schedule 14D-9”) containing the recommendations described in subparagraph (a) and will disseminate the Schedule 14D-9 to holders of shares of Common Stock as and to the extent required by Rule 14d-9 under the Exchange Act. Parent and Acquisition shall promptly furnish to the Company in writing any information concerning Parent and Acquisition that may be required by applicable Law for inclusion in the Schedule 14D-9. The Company, on the one hand, and Parent and Acquisition, on the other hand, each will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information is or becomes incomplete or inaccurate in any material respect and the Company will file any corrected Schedule 14D-9 with the SEC and disseminate the corrected Schedule 14D-9 to the Company’s stockholders to the extent required by the Company to Buyer, and approve and adopt this Agreement and Exchange Act or the Articles of Amendment; andrules under it. (c) include in In connection with the Proxy StatementTender Offer, the recommendation Company will promptly furnish Acquisition with mailing labels, security position listings and any other available listing or computer files containing the names and addresses of the Board that record holders or, to the Shareholders extent known to the Company, beneficial owners of shares of Common Stock as of a recent date and the Company vote will furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its representatives may reasonably request in favor order to communicate the Tender Offer to the record holders and beneficial owners of Common Stock. Subject to the sale requirements of applicable Law, Acquisition will hold in confidence the Second Funding Shares by information contained in any such labels, listings or files, and will use that information only in connection with the Tender Offer and the Merger. If this Agreement is terminated before Acquisition accepts tendered shares, Acquisition will return to the Company to Buyer the originals and adopt and approve this Agreement and the Articles all copies of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes that information which are in good faith on the basis of the advice of its outside counsel that the making of, Acquisition’s possession or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentscontrol.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Offer, are fair to, and in the best interests of the Company’s shareholders and other relevant stakeholders, its Subsidiaries and the enterprises carried on by the Company willand its Subsidiaries, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, in accordance with applicable law law, and its articles (iii) resolved to recommend acceptance of incorporation and bylaws:the Offer by the holders of Company Shares (collectively, the “Board Recommendation”); provided that the Board Recommendation may be withdrawn, modified or amended in accordance with Section 7.03. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board. (ab) hold a special meeting of The Company shall file with the Shareholders (the "Shareholders Meeting") SEC as soon as practicable following the date of this Agreement for day that the purpose of: Offer is commenced (i) approving the sale of the Second Funding Shares by but in no event shall the Company be required to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement earlier than the later of (i) 15 business days after the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, date hereof or (ii) respond promptly the date the Schedule TO is filed) and disseminate to any comments made by the SEC with respect holders of Company Shares, in each case as and to the Proxy extent required by applicable federal securities Laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or other proxy soliciting materialssupplements thereto, (iiithe “Schedule 14D-9”) cause the Proxy Statement that, subject to be mailed to the Shareholders at the earliest practicable time after the date of this AgreementSection 7.03, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, shall reflect the recommendation of the Board that the Shareholders referred to in Section 2.02(a) above and include a copy of the Company vote written opinion of Xxxxxxx Xxxxx International as described in favor Section 4.21. The Schedule 14D-9 shall comply in all material respects with the requirements of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities Laws. Buyer and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 at least three calendar days (or such shorter period if three calendar days is not possible but not less than 24 hours) prior to its filing being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyCompany Shares. The Company agrees to shall provide Buyer and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and shall provide Buyer and its counsel with an opportunity to participate in the response of the Company to such comments. Buyer shall promptly furnish to the Company all information concerning Buyer that may reasonably be requested by the Company in connection with any action contemplated by this Section 2.02(b). Each of the Company and Buyer shall promptly 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 and shall promptly supplement the Schedule 14D-9 to include any information that shall become necessary to include in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be, at such time as reasonably agreed by Buyer and the Company, disseminated to holders of Company Shares, in each case as and to the extent required by applicable federal securities Laws. (c) The Company shall promptly furnish Buyer with 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 beneficial owners of Company Shares as Buyer may reasonably request. The Company shall promptly furnish Buyer with such additional information, including updated listings and computer files of holders of Company Shares, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Buyer may reasonably request. Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Buyer and each of its affiliates, agents and advisors shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the transactions contemplated in this Agreement, and, if this Agreement shall be terminated, shall deliver to the Company, and shall use its reasonable best efforts to cause its affiliates, agents and advisors to deliver, all copies and any extracts or summaries from such information then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, unanimously, (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to, and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of, the shareholders of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company, (ii) adopting and approving approved this Agreement and the Articles transactions contemplated hereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of Amendment; (b) as promptly as practicable after the date Offer, this Agreement and the Merger for purposes of this Agreement, (i) file with Section 251 of the SEC a proxy statement Delaware General Corporation Law (the "Proxy StatementDGCL") ), and similar provisions of any other proxy soliciting materials relating similar state statutes that might be deemed applicable to the Shareholders Meetingtransactions contemplated hereby, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, and (iii) cause resolved to recommend that the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale shareholders of the Second Funding Company accept the Offer, tender their Shares by the Company thereunder to Buyer, Merger Sub and approve and adopt this Agreement and the Articles Merger. The Company consents to the inclusion of Amendment; and (c) include such recommendation and approval in the Proxy StatementOffer Documents; provided, that such recommendation may be withdrawn, modified or amended in accordance with the recommendation provisions of Section 5.2. The Company further represents and warrants that C.E. Xxxxxxxxx, Xxwbin (the "Financial Advisor") has delivered to the Company Board its written opinion that the Shareholders cash consideration to be received by the shareholders of the Company vote in favor pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the sale fairness opinion (or a reference thereto) in the Schedule 14D-9 (as defined in Section 1.2(b)) and, if required, the Schedule 13E-3. (b) Contemporaneously with the commencement of the Second Funding Shares by Offer as provided in Section 1.1, the Company hereby agrees to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or dissemination supplements thereto, the "Schedule 14D-9") containing the recommendation described in Section 1.2(a) and to Shareholders promptly mail the Schedule 14D-9 to the shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments Schedule 14D-9 will comply in all material respects with the Company or its counsel may receive from provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or its staff with respect given to the Proxy Statement promptly after the receipt of such comments.Company's shareholders,

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting The Company hereby approves of and consents to the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: Offer and represents that (i) approving the sale a majority of the Second Funding Shares by Independent Directors approved the Company to Buyer as contemplated herein Offer and the Merger, (ii) adopting the Board, at a meeting duly called and approving held on January 10, 1997, has, by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), (A) determined that this Agreement and the Articles Transactions, including each of Amendment; the Offer and the Merger, are fair to and in the best interests of the holders of Shares (b) as promptly as practicable after the date of this Agreementother than Parent and Purchaser), (iB) file with approved and adopted this Agreement and the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, Transactions and (ivC) in all other respects use its best efforts to cause recommended that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles Transactions, and (iii) Xxxxxx Brothers Inc. has delivered to the Independent Directors and to the Board a written opinion that the consideration to be received by the holders of Amendment; and Shares (cother than Parent and Purchaser) include pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of the recommendation of the Board that described in the Shareholders immediately preceding sentence. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company vote in favor shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation of the sale Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the Second Funding Shares "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to Buyer take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and adopt disseminated to holders of Shares, in each case as and approve this Agreement and to the Articles of Amendment; provided, however, the Company's Board of Directors shall not be extent required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under by applicable lawfederal securities laws. Buyer Purchaser and its counsel shall be given reasonable the opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 and any amendments thereto prior to its the filing thereof with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to shall provide Buyer Purchaser and its counsel with a copy of any written comments or telephonic notification of any verbal comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt thereof and shall provide Purchaser and its counsel with a copy of any written responses and telephonic notification of any verbal responses of the Company or its counsel. (c) The Company shall promptly 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 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, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents 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, Parent and 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 the Merger, and, if this Agreement shall be terminated in accordance with Section 7.01, shall deliver to the Company all copies of such commentsinformation then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Company Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, in accordance with applicable law and its articles as of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for such meeting, were advisable and fair to and in the purpose of: (i) approving the sale best interests of the Second Funding Shares by stockholders of the Company to Buyer as contemplated herein and Company, (ii) adopting approved and approving adopted this Agreement and the Articles transactions contemplated hereby, and, for purposes of Amendment; (b) exempting the Stockholders Agreements and the transactions contemplated thereby from the provisions of Section 203 of the General Corporation Law of the State of Delaware, as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement amended (the "Proxy StatementDGCL") ), approved and other proxy soliciting materials relating to adopted the Shareholders MeetingStockholders Agreements and the transactions contemplated thereby, the approvals described in this clause (ii) respond promptly to any comments made by constituting approval of the SEC with respect to foregoing for purposes of Section 203 of the Proxy Statement or other proxy soliciting materialsDGCL, and (iii) cause recommended that the Proxy Statement to be mailed stockholders of the Company accept the Offer and tender their Shares pursuant to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, Offer and approve and adopt this Agreement and the Articles of Amendment; and Merger (c) include if required). The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of reference to the recommendation of the Company Board described in the immediately preceding sentence. The Company represents to the Purchaser and the Parent that the Shareholders Company has been advised by each of its directors and executive officers that they intend either to tender or cause to be tendered all Shares beneficially owned by them to the Purchaser pursuant to the Offer. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company agrees that it will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation of the Company vote Board described in favor Section 1.2(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make"Exchange Act"), and any other applicable federal securities laws. The Company shall be entitled provide the Schedule 14D-9 to withdraw, any the Parent such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel Parent shall be given have a reasonable opportunity to review comment thereon, and comment upon the Proxy Statement prior Company shall not file the Schedule 14D-9 if the Parent has reasonably objected thereto. The Company, the Parent and the Purchaser each agrees to its filing correct promptly any information provided by the Company, the Parent or the Purchaser, as the case may be, for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as appropriately corrected to be filed with the SEC or dissemination and disseminated to Shareholders holders of Shares, in each case as and to the Companyextent required by applicable federal securities laws. The Company agrees to provide Buyer the Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on April 4, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by the Company to Buyer as contemplated herein holders of Shares, (B) approved and (ii) adopting and approving adopted this Agreement and the Articles of Amendment; transactions contemplated hereby (b) as promptly as practicable after the date of this Agreement, (i) file such approval and adoption having been made in accordance with the SEC a proxy statement (the "Proxy Statement"provisions of sec.203 of Delaware Law) and other proxy soliciting materials relating to (C) recommended that the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby, and (ii) Morgxx Xxxnxxx, Xxan Xxxxxx, Xxscover & Co. ("Morgxx Xxxnxxx") xas delivered to the Board a written opinion that the consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. Unless the recommendation of the Board has been withdrawn in accordance with Section 6.05, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence and agrees to cause Morgxx Xxxnxxx xx consent to the inclusion of its written opinion in the offering documents forming a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9"). The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby. (cb) include As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC the Schedule 14D-9 containing, unless the recommendation of the Board has been withdrawn in the Proxy Statementaccordance with Section 6.05, the recommendation of the Board that described in Section 1.02(a) and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote in favor of further agrees to 2 9 take all steps necessary to cause the sale of the Second Funding Shares by the Company Schedule 14D-9 as so corrected to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing filed with the SEC or dissemination and disseminated to Shareholders holders of Shares, in each case as and to the Companyextent required by applicable federal securities laws. (c) The Company shall promptly 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 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 agrees shall furnish 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 as Parent, Purchaser or their agents may reasonably request. Subject to provide Buyer the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments 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, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession. ARTICLE II THE MERGER Section 2.01.

Company Action. In order to consummate (a) As soon as practicable on the transactions contemplated herebyOffer Commencement Date, the Company willshall prepare and file with the SEC and disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto, the “Schedule 14D-9”), which shall include the written opinion of Xxxxxx X. Xxxxx & Co., Incorporated (“Baird”) referred to in accordance with applicable law and its articles of incorporation and bylaws: (aSection 3.15(b) hold a special meeting of and, subject to Section 5.6, shall include the Shareholders (the "Shareholders Meeting") as Recommendations. As soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating Parent shall furnish to the Shareholders MeetingCompany all information concerning Parent, (ii) respond promptly Parent’s Subsidiaries and Parent’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). Subject to any comments made Section 5.6, 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 Parent or Merger Sub, and no resolution by the SEC with respect Company Board, or any committee of the Company Board, to withdraw, modify or change any of the Proxy Statement Recommendations in a manner adverse to Parent or other proxy soliciting materialsMerger Sub shall be adopted or proposed (it being understood that, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and (iv) in all other respects use its best efforts Merger Sub if such Recommendation ceases to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendmentbe unanimous; provided, however, that the Company's Board abstention or failure to participate in a Recommendation of Directors a single director who is not affiliated with or employed by a Company stockholder that is an entity and that is a party to the Tender and Voting Agreement, in and of itself, shall not cause a Recommendation to cease to be required unanimous). Notwithstanding the foregoing, prior to the Appointment Time, the Company Board may withhold, withdraw, modify or change in a manner adverse to Parent, or fail to make, its Recommendations solely in accordance with the terms of Section 5.6. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it 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. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be entitled filed with the SEC and to withdrawbe disseminated to holders of shares of Company Common Stock, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities Laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement prior to its filing Schedule 14D-9 each time before it is filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive receives from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response, including by participating with the Company or its counsel in any discussions or meetings with the SEC. (b) The Company will promptly furnish Parent and Merger Sub with a list of its stockholders, 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 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 Merger Sub 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 other documents necessary to consummate the Offer, Parent 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 all copies of such information then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that, at a meeting duly called and held, its Board of Directors has (i) unanimously determined that this Agreement, the Stock Purchase Agreements and the transactions contemplated herebyhereby and thereby, including, without limitation, the Offer and the Merger, are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Stock Purchase Agreement and the Articles transactions contemplated hereby and thereby, including, without limitation, the Offer and the Merger and (iii) resolved to recommend that the stockholders of Amendment;the Company accept the Offer, tender their Shares thereunder to Purchaser and approve and adopt this Agreement, the Company Stock Purchase Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of the Directors, only after receipt of advice from outside legal counsel, the failure to withdraw, modify or amend such recommendation would result in the Board violating its fiduciary duties to the Company's stockholders under applicable law. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. (b) Contemporaneously with the commencement of the Offer as promptly as practicable after provided for in Section 1.01, the date of this Agreement, (i) Company will file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (which schedule, together with all amendments and supplements thereto, is hereafter referred to as the "Proxy StatementSchedule 14D-9") which shall reflect the recommendations and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date actions of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not referred to above. 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 Shares, in each case as and to the extent required to makeby applicable federal securities laws. Each of the Company, on the one hand, and shall be entitled to withdrawParent and Purchaser, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis other hand, agrees to promptly 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 and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the advice of its outside counsel that Company, in each case as and to the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given reasonable the opportunity to review and comment upon the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to provide Buyer Parent and its counsel with any comments comments, whether written or oral, that the Company or and/or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Parent and Purchaser mailing labels, security position listings and any available listing, or computer file containing the names and addresses of all recordholders of the Shares as of a recent date, and shall furnish Parent and Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as Parent, Purchaser or their respective 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, Parent and 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 in connection with the Offer, and, if this Agreement is terminated, will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on May 15, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are advisable and are fair to and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of the Shareholders holders of Shares, (the "Shareholders Meeting"B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving approved this Agreement and the Articles transactions contemplated hereby, including each of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with Offer and the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this AgreementMerger, and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders to approve the sale stockholders of the Second Funding Company accept the Offer, tender their Shares by the Company to Buyer, and approve Purchaser thereunder and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of AmendmentAgreement; provided, however, that prior to the consummation of the Offer, if the Company's Board of Directors by majority vote shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes have determined in good faith on the basis of faith, based upon the advice of its outside counsel to the Company, that the making of, or the failure to withdraw, such modify or withdraw its recommendation would violate constitute a breach of the Board's fiduciary obligations of such Board duty under applicable law, the Board of Directors may so modify or withdraw its recommendation; and (ii) Xxxxxxx, Sachs & Co. (the "Financial Adviser") has delivered to the Board of Directors of the Company its opinion that the consideration to be received by holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. Buyer and its counsel shall be given reasonable opportunity The Company has been authorized by the Financial Adviser to permit, subject to prior review and comment upon consent by such Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement prior referred to its filing in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall file with the SEC or dissemination SEC, contemporaneously with the commencement of the Offer pursuant to Shareholders Section 1.1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D- 9"), containing the recommendations of the Company's Board of Directors described in Section 1.2(a)(i) and shall promptly mail the Schedule 14D-9 to the stockholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to 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 further agrees to provide Buyer take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and its counsel any comments 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, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or its counsel computer files containing the names and addresses of the record holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may receive from reasonably require in communicating the SEC or its staff with respect Offer to the Proxy Statement promptly after record and beneficial holders of Shares. Subject to the receipt requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and each of its affiliates and associates shall hold in confidence the information contained in any of such commentslists, labels or additional information and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting The Company hereby approves of and consents to the Shareholders Offer and represents and warrants that the Company's Board of Directors (the "Shareholders MeetingBOARD") as soon as practicable following the date of this Agreement for the purpose of: ), at a meeting duly called and held, has (i) approving determined that the sale terms of the Second Funding Shares by Offer are fair to and in the Company to Buyer as contemplated herein and best interests of the stockholders of the Company, (ii) adopting and approving approved this Agreement Agreement, the Offer and the Articles other transactions contemplated hereby and (iii) resolved to recommend that the stockholders of Amendment; the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Board's recommendation described in the immediately preceding sentence. The Company's financial advisor Thomxx Xxxsxx Xxxtners (b) the "FINANCIAL ADVISOR"), has delivered to the Board, subject to the qualifications and assumptions set forth therein, its opinion to the effect that, as promptly as practicable after of the date of this Agreement, the $2.32 per Share in cash to be received in the Offer by holders of shares (iother than Purchaser, the Identified Stockholders and their respective affiliates) is fair, from a financial point of view, to such holders. The Company has been authorized by the Financial Advisor to permit the inclusion of a copy of such opinion (and a reference thereto in form and substance satisfactory to the Financial Advisor) in the Schedule 14D-9 (as hereinafter defined). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Proxy Statement Offer (such Schedule 14D-9, as amended or other proxy soliciting materialssupplemented from time to time, the "SCHEDULE 14D-9") containing the recommendations referred to in paragraph (iiia) cause above and shall mail the Proxy Statement to be mailed Schedule 14D-9 to the Shareholders at record holders of Shares as required by law. Each of the earliest practicable time after Company and Purchaser shall promptly correct any information provided by it for use in the date of this AgreementSchedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and (iv) in the Company shall take all other respects use its best efforts steps necessary to amend or supplement the Schedule 14D-9 and to cause the Shareholders Schedule 14D-9 as so amended or supplemented to approve be filed with the sale of the Second Funding Shares by the Company SEC and disseminated to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be stockholders, in each case as and to the extent required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, by or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board deemed advisable under applicable lawfederal securities laws. Buyer Purchaser and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 prior to its filing with the SEC or dissemination to Shareholders stockholders of the Company. The Company agrees to shall provide Buyer Purchaser and its counsel in writing with any written comments (and orally, any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and shall consult with Purchaser and its counsel prior to responding to such comments. (c) The Company shall promptly 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 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. The Company shall furnish 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 as the Company, Purchaser or their agents may reasonably require 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 Offer, the Company and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer, and, if this Agreement is terminated in accordance with Article IX hereof or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Board, at a meeting duly called and held on May 13, 2002, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "Shareholders MeetingTRANSACTIONS"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof), (C) resolved to recommend that the holders of Amendment;Shares accept the Offer and tender Shares pursuant to the Offer, and, if applicable, vote to adopt this Agreement, subject, in the case of (C), to the right of the Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the terms of Section 7.05 hereof and (D) authorized the Company to take all actions referred to in Section 4.17 hereof. To the extent that such recommendation of the Board is not so withheld, withdrawn, amended, changed or modified, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05 hereof. Notwithstanding any withdrawal, amendment, change or modification to such recommendation, the Company shall, subject to Sections 7.01 and 9.01 hereof, submit this Agreement and the Transactions to the holders of Shares for their approval. 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, to sell such Shares to Purchaser pursuant to the Stockholder Agreement. (b) as As promptly as reasonably practicable after on the date of this Agreementcommencement of the Offer, (i) the Company shall file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Proxy StatementSCHEDULE 14D-9") and other proxy soliciting materials relating to the Shareholders Meetingcontaining, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) except as provided in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy StatementSection 7.05 hereof, the recommendation of the Board that described in Section 2.02(a) hereof, and shall, subject to Section 2.02(c), disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the applicable federal securities laws. The Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 prior to its the filing thereof with the SEC or dissemination to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 after the receipt of such comments and shall provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) As promptly as reasonably practicable after the date hereof, the Company shall, or cause its transfer agent to, furnish Purchaser with mailing labels containing the names -10- and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of the most recent date available to the Company, together with all other available listings and computer files containing names, addresses and security position listings of record holders and, if known to the Company, beneficial owners of Shares. The Company shall promptly furnish 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 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 Purchaser 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 terminated in accordance with Section 9.01, shall deliver, and will cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Action. In order (a) The Company, acting through -------------- the Board acting upon the unanimous recommendation of the Special Committee, hereby approves of and consents to consummate the Offer and represents that (i) the Board, acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and held on September 12, 1995, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by holders of Shares, (B) approved and adopted this Agreement, the Company to Buyer as contemplated herein and (ii) adopting and approving execution of this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of transactions contemplated by this Agreement, (i) file with which approval includes the SEC approval of a proxy statement (majority of the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this AgreementCompany's disinterested directors, and (ivC) in all other respects use its best efforts to cause recommended that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby, and (ii) Alex. Xxxxx has delivered to the Special Committee an opinion that the consideration to be received by the holders of Amendment; andShares, other than Gambro, Purchaser, Parent or any of their affiliates, pursuant to this Agreement is fair to the holders of such Shares from a financial point of view. Subject to the fiduciary duties of the Board under applicable law as advised by outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the unanimous recommendation of the Board, acting upon the unanimous recommendation of the Special Committee, described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby. (cb) include in As promptly as reasonably practicable on the Proxy Statementdate of commencement of the 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") containing, -------------- subject to the fiduciary duties of the Board under applicable law as advised by outside counsel, the recommendation of the Board that Board, acting upon the Shareholders unanimous recommendation of the Special Committee, described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal ------------ securities laws. The Company, Gambro, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor each case as and to the extent required by applicable federal securities laws. (c) The Company shall promptly 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 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, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents 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, Gambro, Parent and 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 the Merger, and, if this Agreement shall be terminated in accordance with Section 7.01, shall deliver to the Company all copies of such information then in their possession. (d) For purposes of this Agreement, the fiduciary duties of the sale of the Second Funding Shares by Board or the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its law as advised by outside counsel shall be given reasonable opportunity to review and comment upon determined by the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSpecial Committee.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Board of Directors of the Company, including all of its disinterested directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, unanimously (i) approved this Agreement and the transactions contemplated hereby, including the Company will, in accordance with applicable law Offer and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein Merger and (ii) adopting and approving this Agreement and resolved to recommend that the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale shareholders of the Second Funding Company accept the Offer, tender their Shares by the Company and associated Rights thereunder to Buyer, Purchaser and approve and adopt this Agreement and the Articles of AmendmentMerger; and (c) include provided, that such recommendation may be withdrawn, modified or amended pursuant to Section 7.2. The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of the recommendation recommendations of the Board of Directors described in this Section 1.2(a). (b) The Company hereby agrees to file with the SEC as soon as practicable on the date of commencement of the Offer a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing the recommendation described in Section 1.2(a). The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws, except that no representation is made by the Shareholders Company with respect to information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and Purchaser each agree promptly to correct any information provided by them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable federal securities laws. Notwithstanding anything to the contrary in this Agreement, the Board of Directors of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to may withdraw, any such modify or amend its recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure pursuant to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the CompanySection 7.2. The Company agrees to provide Buyer Parent, Purchaser and its their counsel with any comments the Company or its counsel may receive receives from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. In addition, to the extent practicable, Parent, Purchaser and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. (c) In connection with the Offer, the Company will promptly furnish Purchaser with 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 a recent date and shall furnish Purchaser with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Purchaser 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, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on October 12, 2000, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger, and the transactions contemplated by the Stockholders' Agreement (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Delaware Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 203 thereof) and other proxy soliciting materials relating (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions, and (ii) CIBC World Markets Corp. ("CIBC World Markets") has delivered to the Board an oral opinion, which will be confirmed promptly in writing, to the effect that, as of Amendment; andthe date of this Agreement, the Per Share Amount to be received by the holders of Shares (other than Parent and its affiliates) pursuant to the Offer and the Merger, taken as a whole and not separately, is fair, from a financial point of view, to such holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). (cb) include As promptly as reasonably practicable on the date of commencement of the 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") containing, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makeSection 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making ofextent required by applicable federal securities laws. Parent, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer Purchaser and its their counsel shall be given reasonable an opportunity to review and comment upon the Proxy Statement Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to its the filing thereof with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to shall provide Buyer Parent, Purchaser and its their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments and with copies of any written responses by the Company or its counsel. (c) 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, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 9.01, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold The Company hereby approves of and consents to the Offer and represents that at a special meeting duly called and held the Board of Directors of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: Company has (i) approving the sale by unanimous vote of the Second Funding Shares by the Company to Buyer as contemplated herein all directors present and (ii) adopting voting, approved and approving adopted this Agreement and the Articles transactions contemplated hereby and determined that the Offer and the Merger are in the best interests of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") Company and other proxy soliciting materials relating its stockholders and on terms that are fair to the Shareholders Meetingsuch stockholders, (ii) respond promptly by unanimous vote of all directors present and voting, amended the Rights Agreement to any comments made by make the SEC with respect Rights Agreement inapplicable to the Proxy Statement or Offer, the Merger, the Company Stock Option (as defined in Section 5.5), this Agreement, the Support Agreements, the Director Option Termination Agreements and any other proxy soliciting materialstransaction contemplated hereby and thereby, and determined that such amendment to the Rights Agreement is in the best interests of the Company and its stockholders, and (iii) cause recommended that the Proxy Statement to be mailed to Company's stockholders accept the Shareholders at the earliest practicable time after the date Offer and tender all of this Agreement, their Shares (and (ivassociated Rights) in all other respects use its best efforts to cause connection therewith and, if required under the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerDGCL, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; providedtransactions contemplated hereby (it being understood that, howevernotwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors modifies or withdraws its recommendation in accordance with the terms of Section 5.3(b), such modification or withdrawal shall not constitute a breach of this Agreement). The Company represents that its Board of Directors has received the written opinion of Xxxxx Xxxxx Xxxxxx & Company LLC (its "Financial Advisor") that the consideration to be received ----------------- by the holders (other than Parent and the Purchaser) of Shares (and associated Rights) pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view, and that a complete and correct signed copy of such opinion has been delivered on or prior to the date hereof by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 5.3(b)). The Company represents that it has been authorized by its Financial Advisor to permit, subject to the prior review by its Financial Advisor, the inclusion of the fairness opinion (and a description thereof) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.2(b)) and the Proxy Statement (as defined in Section 4.6). (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described above in Section 1.2(a) (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 5.3(b)) and shall mail the Schedule 14D-9 to the stockholders of the Company. The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to makebe 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 representation is made by the Company with respect to information supplied by Parent or the Purchaser or any of their respective representatives which is included in the Schedule 14D-9. Each of the Company, Parent and the Purchaser agrees to correct promptly any information provided by it 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, and shall the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be entitled filed with the SEC and disseminated to withdrawthe Company's stockholders, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 and comment upon the Proxy Statement all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders stockholders of the Company. The Company agrees to provide Buyer Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall, or shall cause its transfer agent to, furnish the Purchaser promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to the Purchaser such information and assistance (including updated lists of stockholders, security 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 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 control.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Company Board, at a meeting duly called and held on March 27, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by the Company to Buyer as contemplated herein holders of Shares, (B) approved and (ii) adopting and approving adopted this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, transactions contemplated hereby and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby; provided, that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of Amendment; andthe Company's Board, based upon the receipt of advice from outside independent legal counsel, failure to withdraw, modify or amend such recommendation is reasonably likely to result in the Company's Board violating its fiduciary duties to the Company's shareholders under applicable law and (ii) ABN-AMRO Incorporated, formerly known as ABN-AMRO Chicago Corporation ("ABN-AMRO"), has delivered to the Company Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. On or before the date hereof, the Company will use its reasonable best efforts to obtain and deliver to Acquiror the Tender and Option Agreements, in the form attached as Exhibit 1 hereto, executed by the Director Shareholders. (cb) include As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with all 2 6 amendments and supplements thereto, the "Schedule 14D-9") containing, subject to the fiduciary duties of the Company Board under applicable law as advised in the Proxy Statementwriting by independent counsel, the recommendation of the Company Board that described in Section 1.2(a) and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Acquiror and the Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Acquiror and its counsel shall be given reasonable the opportunity to review and comment upon the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to provide Buyer Acquiror, the Merger Sub and its their counsel with any comments comments, whether 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 Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments or other communications. (c) The Company shall promptly furnish the Merger Sub 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 available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish the Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Acquiror, the Merger Sub or their agents 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, Acquiror and the Merger Sub shall hold in confidence the information contained in 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 in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession. ARTICLE II THE MERGER Section

Company Action. In order (a) The Company hereby consents to consummate the Offer and represents that its Board of Directors, at a meeting duly called and held has (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to and in the best interests of the Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders Delaware General Corporation Law (the "Shareholders MeetingDELAWARE LAW") as soon as practicable following and (iii) subject to Section 6.04(b), resolved to recommend acceptance of the date Offer and adoption of this Agreement for by its stockholders. The Company further represents that Goldxxx, Xxchx & Xo. has delivered to the purpose of: (i) approving the sale Board of Directors of the Second Funding Shares by Company its oral opinion (to be subsequently confirmed in writing) to the Company to Buyer effect that, as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, the consideration to (ib) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Stock, in each case as and to the extent required by applicable federal securities laws, a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Proxy StatementSCHEDULE 14D-9") that, subject to Section 6.04(b), shall reflect the recommendations of the Board of Directors of the Company referred to above. Each of the Company, Parent and other proxy soliciting materials relating Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the Shareholders Meeting, (ii) respond promptly extent that it shall have become false or misleading in any material respect. The Company agrees to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in take all other respects use its best efforts steps necessary to cause the Shareholders Schedule 14D-9 as so corrected to approve be filed with the sale SEC and to be disseminated to holders of shares of Company Stock, in each case as and to the Second Funding Shares extent required by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Parent and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSEC.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Board, at a meeting duly called and held, has (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTRANSACTIONS"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreement, (i) file such approval and adoption having been made in accordance with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders MeetingDGCL, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materialsincluding, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreementwithout limitation, Section 203 thereof), and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders holders of Shares accept the Offer and tender Shares pursuant to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board determines in good faith following consultation with outside legal counsel that failure to take such action would constitute a breach of Amendment; and (c) include the Board's fiduciary obligations under applicable law. The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of the recommendation of the Board that described in and subject to the Shareholders immediately preceding sentence. The Board has also received the opinions of even date herewith (the "OPINIONS") of Credit Suisse First Boston Corporation and Lehman Brothers, Inc., financial advisors to the Company, to the effexx xxxt, as of such date, the Per Share Amount to be received by holders of Shares and the Merger Consideration (as hereinafter defined) to be received by such stockholders pursuant to the Merger is fair to such stockholders, other than the Principal Stockholder, from a financial point of view. (b) Concurrently with the filing of the Schedule TO by Purchaser, the Company vote in favor shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "SCHEDULE 14D-9") containing the recommendation of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makedescribed in Section 1.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws to give effect to the Offer. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders SEC. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of the Companyall 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 agrees shall promptly furnish 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 provide Buyer holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments 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, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold The Company hereby approves of and consents to the Offer and represents that the Board, at a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: duly called and held on December 10, 2007, has unanimously (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of transactions contemplated by this Agreement, including each of the Offer and the Merger (i) file with collectively, the SEC a proxy statement (“Transactions”), are fair to, and in the "Proxy Statement") and other proxy soliciting materials relating to best interests of, the Shareholders Meetingholders of Shares, (ii) respond promptly to any comments approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made by in accordance with the SEC with respect to the Proxy Statement or other proxy soliciting materialsDGCL, including, without limitation, Section 203 thereof) and (iii) cause resolved to recommend that the Proxy Statement to be mailed holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders at the earliest practicable time after the date of this AgreementOffer, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles Transactions. The Company hereby consents, except to the extent withdrawn or modified in accordance with Section 7.05(c), to the inclusion in the Offer Documents of Amendment; andthe recommendation of the Board described in this Section 2.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except to the extent permitted by Section 7.05(c). 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, except to the extent that the tender of Shares would result in liability under Section 16(b) of the Exchange Act or the rules and regulations promulgated thereunder. (cb) include As promptly as reasonably practicable on the date of commencement of the 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”) containing the Fairness Opinion and, except as provided in the Proxy StatementSection 7.05(c), the recommendation of the Board that described in Section 2.02(a), and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable U.S. federal securities Laws. Each of Parent and Purchaser shall promptly furnish to the Company vote in favor of the sale of the Second Funding Shares writing 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. Each of the Company, Parent and Purchaser agrees to Buyer and adopt and approve this Agreement correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Articles 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 holders of Amendment; providedShares, however, in each case as and to the Company's Board of Directors extent required by applicable federal securities Laws. The Company shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments and, subject to providing Parent and its counsel with a reasonable opportunity to participate in the response of the Company, shall respond to any such comments from the SEC regarding the Schedule 14D-9. (c) (i) The Company shall 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 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. (ii) 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 Purchaser 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 terminated in accordance with Section 9.01, shall deliver (and shall use their respective reasonable efforts to cause their agents to deliver) to the Company all copies and any extracts or summaries of such information then in their possession or control. (d) The Company grants to Parent and Purchaser an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued Shares (the “Merger Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Parent and Purchaser immediately following the consummation of the Offer, shall constitute one share more than 90% of the Shares then outstanding on a Fully Diluted Basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Per Share Amount. Neither Parent, nor Purchaser shall exercise the Merger Option unless following such exercise Parent and Purchaser shall own at least 90% of the outstanding Shares. In the event that Parent or Purchaser exercises the Merger Option and the resulting issuance of the Merger Option Shares by the Company would cause the Company to be in breach of its listing agreement with the Nasdaq Global Market, Parent shall, as soon as practicable following the issuance of the Merger Option Shares, cause the Merger to be consummated in accordance with the terms of this Agreement. (e) The Merger Option shall be exercisable only after the purchase of and payment for Shares pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least 71% of the Shares on a Fully Diluted Basis. (f) In the event that Parent or Purchaser wish to exercise the Merger Option, Parent shall give the Company one (1) business day’s prior written notice specifying the number of Shares that are owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Parent or Purchaser shall pay to the Company an amount equal to the product of (i) the number of Shares purchased pursuant to the Merger Option, multiplied by (ii) the Per Share Amount, which amount shall be paid in cash (by wire transfer or cashier’s check) or, at the election of Parent or Purchaser, through a combination of cash and delivery of a promissory note having full recourse to Parent, so long as the cash portion of the consideration for each Merger Option Share is at least $0.001.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting The Company hereby consents to the Offer and represents that the Board of Directors of the Shareholders Company (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: “Company Board”), at a meeting duly called and held, has (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles Transactions are fair to and in the best interests of Amendment; the Company and its stockholders, (bii) approved and declared advisable this Agreement and the Transactions in accordance with the DGCL, and (iii) resolved to recommend acceptance of the Offer and, as promptly applicable, adoption of this Agreement by the Company’s stockholders (the “Recommendation”); provided, however, that the Company Board may withdraw, qualify, modify or amend the Recommendation as practicable after and only to the extent permitted by Section 5.2. The Company further represents that the Company Board has received the opinion of X.X. Xxxxxx Securities Inc. to the effect that, as of the date of this Agreement, the consideration to be received by the holders of Company Common Stock (iother than Parent, NAH, Merger Sub and their respective affiliates) in the Offer and the Merger is, taken together, fair from a financial point of view to such holders, and a copy of such opinion, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation and the Company shall not withdraw, qualify, modify or amend the Recommendation in any manner adverse to Parent, NAH or Merger Sub except as and only to the extent permitted by Section 5.2. (b) The Company hereby agrees to file with the SEC a proxy statement (contemporaneously with the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale commencement of the Second Funding Shares by the Offer and disseminate to holders of shares of Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (c) include in the Proxy Statementtogether with any amendments or supplements thereto, the recommendation of “Schedule 14D-9”) that, subject to Section 5.2, shall include the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawRecommendation. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination disseminated to Shareholders holders of the Companyshares of Company Common Stock. The Company agrees to provide Buyer Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to such comments. Each of the Company and Parent 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 Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. (c) The Company shall promptly furnish Parent 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 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 beneficial owners of shares of Company Common Stock. The Company shall promptly furnish Parent 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 of Company Common Stock as Parent 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, Parent, NAH and Merger Sub 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 terminated in accordance with Section 8, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that its Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to the Company's shareholders and are in the best interests of the Company willand its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders LBCL and (the "Shareholders Meeting"iii) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale resolved to recommend acceptance of the Second Funding Shares Offer and, to the extent required by the Company to Buyer as contemplated herein applicable law, approval and (ii) adopting and approving adoption of this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating Merger by its shareholders. The Company further represents that Lehmxx Xxxthers Inc. has delivered to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not its oral opinion (to be required promptly confirmed in writing) that the consideration to make, be paid in the Offer and shall be entitled the Merger is fair to withdraw, the holders of shares of Company Common Stock (other than Parent or any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations Affiliates) from a financial point of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Companyview. The Company agrees has been advised that all of its directors who own shares of Company Common Stock intend to provide Buyer tender their shares of Company Common Stock pursuant to the Offer and its counsel any comments the Company has not been advised by any of its executive officers who owns shares of Company Common Stock that such executive officer does not intend to tender his or its counsel may receive from the SEC or its staff with respect her shares of Company Common Stock pursuant to the Proxy Statement Offer. In connection with the Offer, the Company will, or will cause its transfer agent to, promptly after furnish Parent with a list of its shareholders, mailing labels and any available listing or computer file containing the receipt names and addresses of all record holders of shares of Company Common Stock and lists in the Company's possession or control of securities positions of shares of Company Common Stock held in stock depositories, in each case as of a recent date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Subject to the requirements of applicable Laws, and, except for such steps as are necessary to disseminate the Schedule TO and the Offer Documents and any other documents necessary to consummate the Offer and the transactions contemplated by this Agreement, Parent and 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 terminated, shall, upon request, destroy all copies of such commentsinformation then in their possession, except to the extent that such information can be shown to have been previously known on a nonconfidential basis by Parent or Purchaser, in the public domain through no fault of Parent or Purchaser or later lawfully acquired by Parent or Purchaser on a non-confidential basis.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Board, at a meeting duly called and held, has (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTRANSACTIONS"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreement, (i) file such approval and adoption having been made in accordance with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders MeetingDGCL, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materialsincluding, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreementwithout limitation, Section 203 thereof), and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders holders of Shares accept the Offer and tender Shares pursuant to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended to the extent that the Board determines in good faith following consultation with outside legal counsel that failure to take such action would constitute a breach of Amendment; and (c) include the Board's fiduciary obligations under applicable law. The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of the recommendation of the Board that described in and subject to the Shareholders immediately preceding sentence. The Board has also received the opinions of even date herewith (the "OPINIONS") of Credit Suisse First Boston Corporation and Xxxxxx Brothers, Inc., financial advisors to the Company, to the effect that, as of such date, the Per Share Amount to be received by holders of Shares and the Merger Consideration (as hereinafter defined) to be received by such stockholders pursuant to the Merger is fair to such stockholders, other than the Principal Stockholder, from a financial point of view. (b) Concurrently with the filing of the Schedule TO by Purchaser, the Company vote in favor shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "SCHEDULE 14D-9") containing the recommendation of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makedescribed in Section 1.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws to give effect to the Offer. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders SEC. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of the Companyall 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 agrees shall promptly furnish 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 provide Buyer holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments 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, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting The Company hereby approves of and consents to the Offer and represents that the Board of Directors of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date Company, at a meeting duly called and held on January 14, 2010, has, by unanimous vote of this Agreement for the purpose of: those voting, (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of transactions contemplated by this Agreement, including each of the Offer and the Merger (i) file with collectively, the SEC a proxy statement (“Transactions”), are in the "Proxy Statement") and other proxy soliciting materials relating to best interests of the Shareholders Meetingholders of Shares, (ii) respond promptly to any comments approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made by in accordance with the SEC with respect to General Corporation Law of the Proxy Statement or other proxy soliciting materialsState of Delaware (the “DGCL”), including, without limitation, Section 203 thereof) and (iii) cause resolved to recommend that the Proxy Statement to be mailed holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve Offer and adopt this Agreement and the Articles of Amendment; and (c) include Transactions. The Company hereby consents to the inclusion in the Proxy Statement, Offer Documents of the recommendation of the Board that the Shareholders of Directors of the Company vote described in favor this Section 1.2(a) (the “Company Board Recommendation”), and the Company shall not withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as set forth in Section 6.5(c). The Company has been advised by its directors and executive officers other than Lesxxx Xxxxxxxx, xhose Shares are subject to the LB Contribution Agreement, that they intend to tender all outstanding Shares owned by them to Merger Sub pursuant to the Offer other than Shares (y) held by any such executive officer or director who has purchased or sold any Shares, or exercised any Option or Company Award, during the six-month period preceding the date hereof or (z) acquired by any such executive officer or director more than ten months, but less than twelve months, prior to the date of this Agreement. (b) As promptly as reasonably practicable on the date of commencement of the sale 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”) containing the Fairness Opinion (as defined below), subject to consent to such inclusion by Golxxxx, Xachs & Co., and, except as provided in Section 6.5(c), the Company Board Recommendation, and shall take all steps necessary to disseminate the Schedule 14D-9 to the holders of Shares as and to the Second Funding Shares extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities Laws. Each of Parent and Merger Sub shall, and Parent shall cause its Affiliates to, promptly furnish to the Company all information concerning Parent, Merger Sub and Parent’s Affiliates that may be required by applicable Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees to Buyer correct promptly any information provided by it for use in the Schedule 14D-9 if and adopt and approve this Agreement to the extent that such information shall have become false or misleading in any material respect, and the Articles 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 holders of Amendment; providedShares, however, in each case as and to the Company's Board of Directors extent required by applicable U.S. federal securities Laws. The Company shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments, shall consult with Parent and its counsel prior to responding to any such comments, and shall provide Parent and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Company or its counsel. (c) In connection with the Offer and the Merger, the Company shall promptly furnish Parent and Merger Sub 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 available listings and computer files in the Company’s possession or control containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall promptly furnish Parent and Merger Sub with such additional information in the Company’s possession or control, 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 Merger Sub may reasonably request for the purpose of communicating the Offer to the record and beneficial owners of the 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 Offer or the Merger, Parent and Merger Sub 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 terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order to consummate (a) As soon as practicable on the transactions contemplated herebyday that the Offer is commenced, the Company will, in accordance will file with applicable law the SEC and its articles disseminate to holders of incorporation and bylaws: (a) hold Shares a special meeting of the Shareholders Solicitation/Recommendation Statement on Schedule 14D-9 (the "Shareholders MeetingSCHEDULE 14D-9") which shall include the opinion of CIBC World Markets referred to in Section 3.21 and, subject to Section 5.4(c), shall include the Recommendations (as soon as practicable following defined in Section 3.18). Parent shall promptly furnish to the date of Company all information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Agreement for Section 1.2(a). Subject to Section 5.4(c), the purpose of: (i) approving Company hereby consents to the sale inclusion of the Second Funding Shares Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to Buyer as contemplated herein and (ii) adopting and approving this Agreement and withdraw, modify or change any of the Articles of Amendment; (b) as promptly as practicable after the date Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed it being understood that, for purposes of this Agreement, (ia 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 terms of Section 5.4(c) file hereof. Each of the Company, Parent and Merger Sub agrees to correct promptly any information provided by it 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. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to be disseminated to holders of Shares, in each case as and to the Shareholders Meeting, (ii) respond promptly to any comments made extent required by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer Parent and its counsel with any comments the Company or its counsel may receive receives from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 as soon as practicable after the 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 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 Merger Sub 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 other documents necessary to consummate the Offer, Parent 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 all copies of such information then in their possession. (c) None of the information supplied by or on behalf of Parent for inclusion or incorporation by reference in the Registration Statement, the Offer Documents or the Schedule 14D-9 will, at the time the Registration Statement, the Offer Documents or the Schedule 14D-9 are filed with the SEC or at the time the Registration Statement becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting, 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company that is contained in the foregoing documents.

Company Action. In order (a) The Company hereby represents that its Board of Directors, at a meeting duly called and held on or prior to consummate the date hereof, has (i) determined that this Agreement and the transactions contemplated hereby, including the Company willMerger, in accordance with applicable law are advisable and its articles are fair from a financial point of incorporation and bylaws: (a) hold a special meeting view to the holders of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company's Common Stock, (ii) adopting and approving approved this Agreement and the Articles transactions contemplated hereby, including the Merger and the Stockholder Agreements and the transactions contemplated thereby, and (iii) resolved to recommend approval of Amendment;the Merger and adoption of this Agreement by the Company's stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "RECOMMENDATIONS"). (b) as promptly As soon as practicable after the date of this Agreementhereof, (i) the Company shall file with the SEC a proxy statement Securities and Exchange Commission (the "Proxy StatementSEC") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC a Proxy Statement with respect to the Proxy Statement Merger which will contain or other proxy soliciting materialsincorporate by reference all or part of the Plan of Merger and form of the related letter of transmittal and notice of shareholders meeting (together with any supplements or amendments thereto, (iii) cause collectively the Proxy Statement "MERGER DOCUMENTS"). Parent, Merger Sub and the Company each agree promptly to be mailed correct any information provided by it for use in the Merger Documents and add any information that had been omitted therefrom if and to the Shareholders at the earliest practicable time after the date of this Agreementextent that such information shall have become false or misleading in any material respect. The Company, Parent and (iv) in Merger Sub agree to take all other respects use its best efforts steps necessary to cause the Shareholders Merger Documents as so corrected to approve be filed with the sale of the Second Funding Shares by the Company to Buyer, SEC. The Parent and approve Merger Sub and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its their counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Merger Documents prior to its filing their being filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer the Parent and Merger Sub and its counsel with any comments the Company or its counsel may receive in writing from the SEC or its staff with respect to the Proxy Statement promptly Merger Documents as soon as practicable after the receipt of such written comments. (c) Upon approval of the Merger Documents by the SEC the Company shall promptly cause the Merger Documents, which shall include the Recommendations, to be disseminated to holders of Shares, and shall schedule a shareholder's meeting twenty-one business days from the date the Notice and Proxy are mailed to the holders of Shares; PROVIDED, HOWEVER, that prior to the Effective Time (as defined in Section 1.3(b) hereof), the Board of Directors of the Company may withhold, withdraw, modify or change in a manner adverse to Parent and Merger Sub, or fail to make, its Recommendations in accordance with the terms of Section 5.4 hereof; PROVIDED FURTHER, HOWEVER, that the obligations of the members of the Company's Board of Directors with respect to voting their Shares in favor of the Merger under any Stockholder Agreement entered into by such directors shall continue until termination of such Stockholder Agreement in accordance with their terms. (d) The Company has been advised that each of its directors and executive officers and stockholders identified on Schedule 1.2(d) have executed a Stockholder Agreement, and shall vote in favor of the Merger. (e) Each party hereto shall file all written communications, that are made public or otherwise supplied to third parties, with the SEC on or prior to the date the communication is first used as and to the extent required by the federal securities laws. All such communications shall comply as to form and content, including bearing the appropriate legends, in all material respects with the applicable provisions of the federal securities laws. Each party agrees that, prior to any such filing or use of written communications, to the extent practicable as a result of the federal securities laws, such party will provide the other party and its counsel the opportunity to review and comment (promptly and in good faith) on such communications and filings.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and the Merger and represents and warrants that (i) its Board of Directors (at a meeting duly called and held) has by the unanimous vote of all directors present (A) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the Company's stockholders, (B) approved this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, and such approval is sufficient to render the restrictions on "business combinations" (as defined in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting Section 203 of the Shareholders DGCL) set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (C) declared the "Shareholders Meeting") as soon as practicable following the date advisability of this Agreement for the purpose of: (i) approving the sale and resolved to recommend acceptance of the Second Funding Shares Offer and adoption of this Agreement by the holders of Shares; PROVIDED, HOWEVER, that prior to the consummation of the Offer, the Board of Directors of the Company may modify, withdraw or change such recommendation to Buyer as contemplated herein the extent that a majority of the entire Board of Directors concludes in good faith, based on (among other things) the advice of outside counsel, that failure to modify or withdraw its recommendation would constitute a breach of the Board's fiduciary duties under applicable law, and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement Credit Suisse First Boston Corporation (the "Proxy StatementFinancial Advisor") and other proxy soliciting materials relating has delivered to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date Board of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders Directors of the Company vote in favor its written opinion dated May 11, 2000, to the effect that, based upon and subject to the matters set forth therein and as of the sale date thereof, the Offer Consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders (other than Parent and its affiliates), from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles recommendations of Amendment; provided, however, the Company's Board of Directors described in this Section 1.3(a). (b) The Company shall not be required to makefile with the SEC, as soon as practicable on the date of commencement of the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements 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 be entitled promptly mail the Schedule 14D-9 to withdrawthe stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, any such recommendation (information concerning Parent or Purchaser required under the Exchange Act and cease such solicitation) if such Board concludes the rules and regulations thereunder to be included in good faith the Schedule 14D-9. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the basis date filed with the SEC and on the date first published, sent or given to the Company's stockholders, 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 advice circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion 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 its outside counsel Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, 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 making of, or Company shall take all action necessary to cause the failure Schedule 14D-9 as so corrected to withdraw, such recommendation would violate be filed promptly with the fiduciary obligations SEC and disseminated to the holders of such Board under Shares as and to the extent required by applicable law. Buyer Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 and any amendments thereto prior to its the filing thereof with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall promptly furnish Parent and Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and all available listings or computer files containing the names 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 lists) as Parent and Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on November 4, 2001, has (a) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (b) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Delaware Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 203 thereof) and other proxy soliciting materials relating (c) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Merger, and (ii) Friedman, Billings, Ramsey & Co., Inc. ("FBR") has delivered to the Board its opinion txxx xxe consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (the "Fairness Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to CRI, Holdings or Purchaser except as provided in Section 7.05(b). 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. (cb) include On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing the Fairness Opinion and, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer Section 2.02(a) (together with all amendments and adopt and approve this Agreement and the Articles of Amendment; provided, howeversupplements thereto, the Company's Board of Directors shall not be required to make"Schedule 14D-9"), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of CRI, Holdings, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside extent required by applicable federal securities laws. The Company shall give CRI, Holdings, and Purchaser and their counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer CRI, Holdings, and its Purchaser and their counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 after the receipt of such comments and shall provide CRI, Holdings, Purchaser and their counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) The Company shall promptly cause its transfer agent to 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 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 promptly furnish 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 CRI, Holdings, or Purchaser 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, CRI, Holdings, and Purchaser 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 terminated in accordance with Section 9.01, shall deliver and shall cause their agents to deliver to the Company all copies of such information then in their possession or control.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTransactions"), are fair to and in the best interests of the holders of Shares, (B) as soon as practicable following the date of approved this Agreement for and the purpose of: Transactions and (iC) approving recommended that the sale holders of Shares accept the Second Funding Shares by Offer and approve this Agreement and the Company to Buyer as contemplated herein Transactions, and (ii) adopting and approving this Agreement XX Xxxxxx Securities Inc. (the "Financial Advisor") has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Articles Merger is fair to the holders of Amendment;Shares from a financial point of view as of the date of such opinion. Except as required by the fiduciary duties of the Board under applicable law after having received advice from outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. (b) as promptly as practicable after On the date of this Agreementcommencement of the Offer, (i) the Company shall file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Proxy StatementSchedule 14D-9") and other proxy soliciting materials relating to the Shareholders Meetingcontaining, (ii) respond promptly to any comments made except as required by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale fiduciary duties of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy StatementBoard under applicable law after having received advice from outside legal counsel, the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makeSection 1.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Schedule 14D-9 shall comply in all material respect with the provisions of applicable federal securities laws. The Company shall take all steps necessary to cause the Schedule 14D-9 to be entitled filed with the SEC and to withdrawbe disseminated to the holders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith to the extent required by applicable federal securities laws. The Company, on the basis one hand, and Parent and Purchaser, on the other hand, shall correct promptly any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading, 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 holders of Shares, in each case as and to the advice of its outside counsel that the making ofextent required by applicable federal securities laws. Parent, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer Purchaser and its their counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to its the filing thereof with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to shall provide Buyer Parent, Purchaser and its their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments and with copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) The Company shall promptly furnish Purchaser with, or cause Purchaser to be furnished 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 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, without limitation, updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of the Shares as Parent or Purchaser 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, Parent and 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 the Merger, and, if this Agreement shall be terminated, shall deliver to the Company all copies of such information then in their possession or the possession of their agents or representatives.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Board, at a meeting duly called and held on March 15, 1998, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Company will, in accordance with applicable law Offer and its articles of incorporation and bylaws: (a) hold a special meeting the Completion of the Shareholders (Acquisition, are fair to and in the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by shareholders of the Company to Buyer as contemplated herein and Company, (ii) adopting and approving approved this Agreement and the Articles transactions contemplated hereby, including the Offer and the Completion of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") Acquisition and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause resolved to recommend that the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale shareholders of the Second Funding Company accept the Offer, tender their Shares thereunder to Subsidiary and, if required by the Company to Buyerapplicable law, and approve and adopt this Agreement and the Articles Completion of Amendment; and the Acquisition. The Company further represents and warrants that Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation (c"DLJ") include has delivered to the Board its written opinion dated March 15, 1998 to the effect that, as of the date of such opinion, subject to the assumptions and limitations expressed therein, the consideration to be received by the holders of Shares in the Proxy Statement, Offer and the recommendation Completion of the Acquisition pursuant to this Agreement is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the fact of the recommendations of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the CompanySection 1.2(a). The Company agrees represents and warrants that the Board has made appropriate amendments to and determinations under the Rights Plan (the "Rights Plan Amendments and Determinations"), including without limitation: (A) an amendment to the definition of "Acquiring Person" under the Rights Plan to exclude Parent, Subsidiary and their subsidiaries from that definition; (B) an amendment to the definition of "Separation Time" under the Rights Plan to provide Buyer and its counsel any comments that the Company Separation Time shall not occur by virtue of the execution of this Agreement or its counsel may receive from the SEC or its staff with respect to Shareholder Agreements, the Proxy Statement promptly after consummation of the receipt of such comments.transactions

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Company Board, at a meeting duly called and held on March 27, 1998, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by the Company to Buyer as contemplated herein holders of Shares, (B) approved and (ii) adopting and approving adopted this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, transactions contemplated hereby and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby; provided, that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of Amendment; andthe Company's Board, based upon the receipt of advice from outside independent legal counsel, failure to withdraw, modify or amend such recommendation is reasonably likely to result in the Company's Board violating its fiduciary duties to the Company's shareholders under applicable law and (ii) ABN-AMRO Incorporated, formerly known as ABN-AMRO Chicago Corporation ("ABN-AMRO"), has delivered to the Company Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. On or before the date hereof, the Company will use its reasonable best efforts to obtain and deliver to Acquiror the Tender and Option Agreements, in the form attached as Exhibit 1 hereto, executed by the Director Shareholders. (cb) include As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all 2 6 amendments and supplements thereto, the "Schedule 14D-9") containing, subject to the fiduciary duties of the Company Board under applicable law as advised in the Proxy Statementwriting by independent counsel, the recommendation of the Company Board that described in Section 1.2(a) and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Acquiror and the Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Acquiror and its counsel shall be given reasonable the opportunity to review and comment upon the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to provide Buyer Acquiror, the Merger Sub and its their counsel with any comments comments, whether 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 Proxy Statement Schedule 14D-9 promptly after the receipt of such commentscomments or other communications. (c) The Company shall promptly furnish the Merger Sub 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 available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish the Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Acquiror, the Merger Sub or their agents 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, Acquiror and the Merger Sub shall hold in confidence the information contained in 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 in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession. ARTICLE II THE MERGER Section

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on June 28, 2001, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Company willOffer and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with applicable law Delaware Law, including, without limitation, Section 203 thereof and its articles (C) resolved to recommend that the holders of incorporation Shares accept the Offer and bylaws: tender Shares pursuant to the Offer, and, if applicable, vote to adopt this Agreement, subject, in the case of (a) hold a special meeting C), to the right of the Shareholders (Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the "Shareholders Meeting"terms of Section 7.05(b) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement Xxxx Xxxxxxxx Xxxxxxx has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Articles Merger is fair to the holders of Amendment;Shares from a financial point of view. To the extent that such recommendation is not so withheld, withdrawn, amended, changed or modified, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05. 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, to sell such Shares, together with any Series B Shares beneficially owned by them, to Purchaser pursuant to their Stockholder Agreements. (b) as As promptly as reasonably practicable after on the date of this Agreementcommencement of the Offer, (i) the Company shall file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Proxy StatementSchedule 14D-9") and other proxy soliciting materials relating to the Shareholders Meetingcontaining, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) except as provided in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy StatementSection 7.05(b), the recommendation of the Board that described in Section 2.02(a), and shall, subject to Section 2.02(c), disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote 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 holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the applicable federal securities laws. The Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 prior to its the filing thereof with the SEC or dissemination to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 after the receipt of such comments and shall provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) As promptly as reasonably practicable after the date hereof, the Company shall, or cause its transfer agent to, 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 a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and, if known to the Company, beneficial owners of Shares. The Company shall promptly furnish 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 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 Purchaser 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 terminated in accordance with Section 9.01, shall deliver, and will cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and the other transactions contemplated by this Agreement and represents that at a meeting duly called and held prior to the execution of this Agreement, the Company Board duly and unanimously adopted resolutions (i) declaring that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company's stockholders, (ii) adopting approving and approving declaring advisable this Agreement and the Articles of Amendment; (b) as promptly as practicable after transactions contemplated hereby, including the date of this Agreement, (i) file with Offer and the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materialsMerger, (iii) cause recommending that the Proxy Statement Company's stockholders accept the Offer, tender their Shares to be mailed Merger Sub pursuant to the Shareholders at Offer and, to the earliest practicable time after extent required to consummate the date of Merger, adopt this AgreementAgreement (such recommendations, the "Board Recommendation"), and (iv) directing that the adoption of this Agreement be submitted, as promptly as practicable upon consummation of the Offer, to Merger Sub (in its capacity as a stockholder of the Company) and any other stockholders of the Company requested by Parent, if required to consummate the Merger under the DGCL (such actions by the Company Board described in clauses (i) through (iv), collectively, the "Board Actions"). (b) The Company shall promptly after the Agreement Date and from time to time thereafter as requested by Parent or its agents, furnish Parent with an updated list of its stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all other respects 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 shall provide to Parent such additional information (including updated lists of stockholders, non-objecting beneficial holders, mailing labels and lists of securities positions) and such assistance as Parent may reasonably request in connection with the Offer. In addition, in connection with the Offer, the Company shall, and shall use its reasonable best efforts to cause any third parties to, cooperate with Parent and Merger Sub to disseminate the Shareholders Offer Documents to approve the sale holders of the Second Funding Shares by the held in or subject to any Company to BuyerStock Plan or other Company Benefit Plan, and approve and adopt this Agreement and to permit such holders of Shares to tender Shares in the Articles of Amendment; andOffer. (c) On the date the Schedule TO is filed with the SEC, or as promptly as practicable thereafter, the Company shall file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto and including any exhibits thereto, the "Schedule 14D-9") that shall reflect the terms and conditions of this Agreement and, subject to Section 5.02(d) and Section 5.02(e), shall reflect the Board Recommendation and shall include a description of the other Board Actions. The Company shall also include in the Proxy StatementSchedule 14D-9, and represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the recommendation Fairness Opinion, together with a summary thereof. The Company also hereby consents to the inclusion in the Offer Documents of a description of the Board Actions, the other approvals set forth in Section 1.02(a), the Fairness Opinion and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 5.02(d), the Shareholders Company consents to the inclusion of the Company vote Board Recommendation in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawOffer Documents. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders Each of the Company, Parent and Merger Sub shall promptly 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 Company 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, in each case as, and to the extent, required by applicable Law. Parent, Merger Sub 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 Parent, Merger Sub and their counsel. The Company shall promptly provide Buyer Parent, Merger Sub and its their counsel with copies of any written comments or communications, and shall inform them of any oral comments or communications, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of those comments or other communications. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such commentswritten responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel.

Company Action. In order to consummate the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following At or prior to the date hereof, the Board of this Agreement for the purpose ofDirectors, at a meeting duly called and held, or through an action by written consent, unanimously has: (i) approving determined that the sale Merger is fair and in the best interests of the Second Funding Shares by the Company to Buyer as contemplated herein and its stockholders; (ii) adopting and approving approved the Merger in accordance with the provisions of the DGCL; (iii) approved this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file transactions contemplated hereby in accordance with the SEC a proxy statement (provisions of the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, DGCL; and (iv) in all other respects use its best efforts directed that this Agreement, the transactions contemplated hereby and the Merger be submitted to cause the Shareholders to approve the sale of the Second Funding Shares by the Company Stockholders for their approval and resolved to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board recommend that the Shareholders of the Company Stockholders vote in favor of the sale approval of this Agreement, the Second Funding Shares by transactions contemplated hereby and the Merger. The Company has obtained enforceable waivers from all stockholders who are entitled to Buyer and adopt and vote to approve this Agreement and the Articles transactions contemplated hereby as a separate class, with the effect that the only vote required to approve the Agreement and the transactions contemplated hereby is the affirmative vote of Amendment; provided, however, the holders of a majority of the outstanding voting power of the Company's ’s Common Stock and the Company’s Series B, Series C and Series D Preferred Stock (on an as converted basis), voting together as a single class. The Company’s Series A Redeemable Preferred Stock does not have any voting rights in connection with the Merger. (b) The Board of Directors shall not be required to make, and shall be entitled to withdraw, has taken any such recommendation (and cease such solicitation) if such Board concludes necessary actions so that the restrictions contained in good faith on the basis Section 203 of the advice DGCL applicable to a “business combination” (as defined in Section 203), to the extent applicable, will not apply to the execution, delivery or performance of its outside counsel that the making ofthis Agreement, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders consummation of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentstransactions contemplated by this Agreement.

Company Action. In order to consummate (a) The Company represents that (i) at a meeting duly called and held on December 11, 1997, the Special Committee has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Company willMerger, are fair to and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of the Shareholders Public Stockholders, (the "Shareholders Meeting"B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of authorized this Agreement, (i) file with the SEC a proxy statement (Merger and the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreementtransactions contemplated hereby, and (ivC) in all other respects use its best efforts to cause recommended that the Shareholders to approve the sale stockholders of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles Merger which recommendation, as of Amendment; and the date hereof, has not been withdrawn or modified in a manner adverse to Parent or Merger Sub and the Special Committee has not resolved to withdraw or modify adversely such recommendation, (cii) include in the Proxy Statementat a meeting duly called and held on December 11, 1997, the Company Board has by unanimous vote of all directors present and voting and based in part upon the approval and recommendation of the Board Special Committee set forth in the preceding clause (i) (A) determined that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles transactions contemplated hereby, including the Merger, are fair to and in the best interests of Amendment; providedthe Public Stockholders, however(B) approved and authorized this Agreement, the Company's Board of Directors shall not be required to makeMerger and the transactions contemplated hereby, and shall be entitled (C) recommended that the stockholders of the Company approve and adopt this Agreement and the Merger, and (iii) the Independent Advisor has delivered to withdrawthe Special Committee and to the Company Board its written opinion that, any as of the date of such recommendation (opinion and cease such solicitation) if such Board concludes in good faith based on the basis assumptions, qualifications and limitations contained therein, the consideration to be received by the Public Stockholders in the Merger is fair to such holders from a financial point of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations view. A copy of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity opinion has been provided to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsParent.

Company Action. In order The Company hereby approves of and consents to consummate the transactions contemplated hereby, Offer and represents and warrants that the Company willBoard, in accordance with applicable law at a meeting duly called and its articles of incorporation and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: held on October 27, 2003, has unanimously (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles Option Agreements and the transactions contemplated hereby (including the Offer and the Merger) and thereby (collectively, the "Transactions") are fair to, and in the best interests of, the holders of Amendment; Shares, (bii) approved, adopted and declared advisable this Agreement, the Option Agreements and the Transactions (such approval and adoption having been made in accordance with the DGCL) and (iii) subject to Section 9.02, resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and, if required under the DGCL, adopt this Agreement. Subject to Section 9.02, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in this Section 3.03(a). Subject to Section 9.02, neither the Company Board nor any committee thereof shall (i) withhold, withdraw, amend, change or modify any approval or recommendation of the Transactions in any manner adverse to Purchaser or Parent, (ii) approve or recommend, or propose to approve or recommend, any other merger or other offer to the stockholders of the Company or (iii) enter into any agreement with respect to any other merger or other offer to the stockholders of the Company. Notwithstanding the foregoing, in the event that the Company Board determines in good faith that it is required to do so by its fiduciary duties under Law after consultation with outside legal counsel, the Company Board may withhold, withdraw, amend, change or modify its approval or recommendation of the Offer or the Merger. The Company represents and warrants that it has been advised by its directors and executive officers that they intend, as promptly as practicable after of the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to tender all Shares beneficially owned by them to Purchaser pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsOffer.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that (i) its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by holders of the Company to Buyer as contemplated herein Shares, (B) approved and (ii) adopting and approving adopted this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, transactions contemplated hereby and (ivC) in all other respects use its best efforts resolved to cause recommend that the Shareholders to approve the sale shareholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles of Amendment; and transactions contemplated hereby and thereby (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, that subject to the provisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Bear, Steaxxx & Xo. Inc. ("BANKER") has rendered to the Board of Directors of the Company its written opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as defined in Section 1.2(b)), to the effect that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a), and has obtained the consent of Banker to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in clause (ii) above. (b) The Company shall not be file with the SEC, concurrently with the filing by Parent and Purchaser of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act relating to the Offer (together with all exhibits, amendments and supplements thereto as well as the Information Statement required pursuant to makeSection 14(f) under the Exchange Act, collectively the "SCHEDULE 14D-9"), which shall contain the recommendation of the Company's Board of Directors described in Section 1.2(a), and shall be entitled to withdrawdisseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9, any such recommendation (and cease such solicitation) if such Board concludes in good faith each amendment thereto, will, on the basis date filed, comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Purchaser agree promptly to correct any information provided by any of them for use in the advice Schedule 14D-9 that shall have become false or misleading, 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 the Schedule 14D-9 as so corrected to be disseminated to holders of its outside counsel that Shares, in each case as and to the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given reasonable the opportunity to review and comment upon shall be reasonably satisfied with the Proxy Statement Schedule 14D-9 in the form in which such document is originally filed with the SEC, and all amendments and supplements thereto, prior to its filing the time at which such documents and all documents related thereto are filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to shall provide Buyer Purchaser and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. (c) The Company has been advised by all of its directors and executive officers, as of the date of this Agreement, each intends to tender all outstanding Shares beneficially owned by such person to Purchaser pursuant to the Offer unless to do so would subject such person to liability under Section 16(b) of the Exchange Act. (d) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each of a recent date, and shall promptly furnish Purchaser with such additional information, including updated lists of shareholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request in connection with communicating the Offer and any amendments or supplements thereto to the Company's shareholders. Subject to the requirements of applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser shall hold in confidence the information contained in any of such labels and lists.

Company Action. In order to consummate (a) The Company represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on December 20, 1999, at which all the Directors were present in person or by telephone, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, resolved to recommend that stockholders of the Company willaccept the Offer, in accordance with applicable law tender their Shares pursuant to the Offer and its articles of incorporation adopt this Agreement, and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles of Amendment; (b) as promptly as practicable after transactions contemplated hereby, including the date of this AgreementOffer and the Merger, (i) file with are fair to and in the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale interests of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders stockholders of the Company. The Company agrees hereby consents to provide Buyer the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of Xxxxxxxxxxx Xxxxxxx & Co., Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Shares pursuant to the Offer and its counsel any comments the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or its counsel may receive from a reference thereto) in the SEC or its staff with respect to Offer Documents, the Schedule 14D-9 and the Proxy Statement (as hereinafter defined). (b) In connection with the Offer, the Company shall promptly after upon execution of this Agreement furnish Purchaser with mailing labels containing the receipt names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Purchaser with such commentsadditional information reasonably available to the Company, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law and except as necessary to disseminate the Offer Documents and otherwise for the purpose of effecting the transactions contemplated hereby, BYOWC, Parent and Purchaser shall hold in confidence the materials furnished pursuant to this SECTION 1.03(b), use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement is terminated, as promptly as practicable return to the Company such materials and all copies thereof in the possession of BYOWC, Parent and Purchaser.

Company Action. In order (a) The Company hereby consents to consummate the Offer and represents that its Board of Directors, at a meeting duly called and held and acting on the unanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "Special Committee"), has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger (as defined in Section 2.01), are fair to and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interest of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company's stockholders, (ii) adopting and approving unanimously approved this Agreement and the Articles transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full the requirements of Amendment; (b) as promptly as practicable after the date General Corporation Law of this Agreement, (i) file with the SEC a proxy statement State of Delaware (the "Proxy StatementDelaware Law") (including Section 203 thereof) and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by Certificate of Incorporation of the SEC Company with respect to the Proxy Statement or other proxy soliciting materialsrequisite approval of a board of directors, and (iii) cause the Proxy Statement unanimously resolved to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale recommend acceptance of the Second Funding Shares by the Company to Buyer, Offer and approve approval and adopt adoption of this Agreement and the Articles of AmendmentMerger by its stockholders; and (c) include in provided however, that such recommendation may be withdrawn, modified or amended to the Proxy Statement, the recommendation of extent the Board that the Shareholders of Directors of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes have concluded in good faith on the basis of the written advice of its from outside counsel that such action by the making of, or the failure Board of Directors is required in order to withdraw, such recommendation would violate comply with the fiduciary obligations duties of such the Board of Directors to the stockholders of the Company under applicable law. The Company further represents that Warburg Dillon Read has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers who own Shares intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). The Company will promptly furnish Buyer 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 true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the holders of the Shares. (b) As soon as practicable on the day that the Offer is commenced the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Buyer each agree 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 Company 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, in each case as and to the extent required by applicable federal securities laws. Buyer and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSEC.

Company Action. In order (a) The Company hereby consents to consummate the transactions contemplated herebyOffer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement, the Company willStock Option Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved and adopted this Agreement, the Stock Option Agreement, the Shareholder Agreement and the Transactions, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders California Law and (the "Shareholders Meeting"iii) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale unanimously resolved to recommend acceptance of the Second Funding Shares by the Company to Buyer as contemplated herein Offer and (ii) adopting approval and approving adoption of this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this AgreementMerger by its shareholders, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating provided that, subject to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy StatementSection 7.04(c), the recommendation Board of the Board that the Shareholders Directors of the Company vote in favor of may withdraw, modify or amend such recommendation only to the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, extent the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes have determined in good faith faith, on the basis of the advice of its outside counsel legal counsel, that the making of, or the failure to withdraw, such recommendation would violate the consistent with its fiduciary obligations of such Board duties under applicable law, it must take such action. Buyer The Company further represents that Xxxxxx Brothers Inc. has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors, and each of its executive officers who has been informed of the Transactions and who owns Shares, intend to tender their Shares pursuant to the Offer and, if applicable, to vote in favor of the Merger. The Company will cause its transfer agent to promptly furnish Parent with a list of the Company's shareholders, 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 and to provide to Parent such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Shares, 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 "Schedule 14D-9") that shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Parent each agree 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 Company 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, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSEC.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) each of the Board and the Special Committee, at meetings duly called, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Company willOffer and the Merger (collectively, the "TRANSACTIONS"), are fair to, and in the best interests of, the Public Holders (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with applicable law Delaware Law, including Section 203 thereof) and its articles of incorporation (C) resolved to recommend that the Public Holders accept the Offer and bylaws: (a) hold a special meeting of tender Shares pursuant to the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of Offer, and, if applicable, adopt this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein Agreement, and (ii) adopting and approving this Agreement Lazard Freres & Co. LLC ("LAZARD"), the financial advisor to the Special Committee, has delivered to the Special Committee a written opinion that the consideration to be received by the Public Holders pursuant to the Offer and the Articles Merger is fair to the Public Holders from a financial point of Amendment;view. The Company hereby consents to the inclusion in the Offer Documents of the written opinion of Lazard and the recommendations of the Board and the Special Committee described in the immediately preceding sentence, and the Special Committee shall not withdraw or modify such recommendations in any manner adverse to Purchaser or Parent; PROVIDED, HOWEVER, that such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with outside counsel, that such withdrawal or modification is required to satisfy the Special Committee's fiduciary duties under applicable law. 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. (b) as As promptly as reasonably practicable after on the date of this Agreementcommencement of the Offer, (i) the Company shall file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Proxy StatementSCHEDULE 14D-9") containing, except as provided in Section 7.05(b), the recommendations of the Board and other proxy soliciting materials relating the Special Committee described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the Shareholders Meetingextent required by Rule 14d-9 promulgated under the Exchange Act, (ii) respond promptly and any other applicable federal securities laws. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws and, the Company represents and warrants to Parent and Purchaser that on the date filed with the SEC and on the date first published, sent or given to the Public Holders, the Schedule 14D-9 shall not contain any comments 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 representation is made by the SEC Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement Schedule 14D-9. The Company further agrees to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in take all other respects use its best efforts steps necessary to cause the Shareholders Schedule 14D-9 to approve be filed with the sale SEC and to be disseminated to holders of Shares, in each case as and to the Second Funding Shares extent required by applicable federal securities laws. Parent, Purchaser and the Company agree to Buyercorrect promptly any information provided by any of them for use in the Schedule 14D-9 that shall have become false or misleading, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to holders of Shares, in favor of each case as and to the sale of the Second Funding Shares extent required by the applicable federal securities laws. The Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer give Parent and its counsel shall be given reasonable the opportunity to review the Schedule 14D-9, including all amendments and comment upon the Proxy Statement supplements thereto, prior to its filing being filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. In addition, the Company shall provide Parent and its counsel with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement Offer Documents promptly after the receipt of such commentscomments or other communications and shall consult with Parent and its counsel as to all material communications with the SEC and its staff, including any material meetings and telephone conversations relating to the Schedule 14D-9.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on November 4, 2001, has (a) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (b) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Delaware Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 203 thereof) and other proxy soliciting materials relating (c) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Merger, and (ii) Friedman, Billings, Ramsey & Co., Inc. ("FBR") xxx xelivered to the Board its opinion that the consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (the "Fairness Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to CRI, Holdings or Purchaser except as provided in Section 7.05(b). 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. (cb) include On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing the Fairness Opinion and, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer Section 2.02(a) (together with all amendments and adopt and approve this Agreement and the Articles of Amendment; provided, howeversupplements thereto, the Company's Board of Directors shall not be required to make"Schedule 14D-9"), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of CRI, Holdings, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside extent required by applicable federal securities laws. The Company shall give CRI, Holdings, and Purchaser and their counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer CRI, Holdings, and its Purchaser and their counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 after the receipt of such comments and shall provide CRI, Holdings, Purchaser and their counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) The Company shall promptly cause its transfer agent to 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 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 promptly furnish 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 CRI, Holdings, or Purchaser 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, CRI, Holdings, and Purchaser 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 terminated in accordance with Section 9.01, shall deliver and shall cause their agents to deliver to the Company all copies of such information then in their possession or control.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and the Note Tender Offer and represents that (i) the Board, at a meeting duly called and held on June 25, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders (Offer and the "Shareholders Meeting") as soon as practicable following Merger, are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by stockholders of the Company to Buyer as contemplated herein Company, (B) approved and (ii) adopting and approving adopted this Agreement and the Articles transactions contemplated hereby, including, without limitation, the Merger, and such approval constitutes approval of Amendment; (b) as promptly as practicable after the date foregoing for purposes of this AgreementSection 203 of Delaware Law, (iC) file with taken all action to avoid the SEC occurrence of a proxy statement "Distribution Date" or a "Triggering Event" (each as defined in the "Proxy Statement"Rights Agreement referred to in Section 2.06) and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, Rights and (ivD) in all other respects use its best efforts to cause recommended that the Shareholders to approve the sale stockholders of the Second Funding Shares by Company accept the Company to Buyer, Offer and approve and adopt this Agreement and the Articles transactions contemplated hereby, including, without limitation, the Merger, and (ii) Credit Suisse First Boston Corporation ("Credit Suisse First Boston") has delivered to the Board a written opinion to the effect that, as of Amendment; andthe date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view. Subject only to the fiduciary duties of the Board under applicable law as advised by the Company's counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company represents to Purchaser that the Company has been advised by each of its directors and executive officers that they intend either to tender or cause to be tendered all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby. (cb) include in As soon as reasonably practicable on the Proxy Statementdate of commencement of the Offer, the Company agrees that it will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, subject only to the fiduciary duties of the Board under applicable law as advised by the Company's counsel, the recommendation of the Board that described in Section 1.03(a) and shall disseminate the Shareholders Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company vote in favor of further agrees to take all steps necessary to cause the sale of the Second Funding Shares by the Company Schedule 14D-9 as so corrected to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing filed with the SEC or dissemination and disseminated to Shareholders holders of Shares, in each case as and to the Companyextent required by applicable federal securities laws. (c) The Company agrees to promptly 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 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 agrees to provide Buyer furnish Purchaser with such additional information, including, without limitation, updated listings and its counsel computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents 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 comments 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, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on March 10, 2000, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger, and the transactions (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreement, (i) file such approval and adoption having been made in accordance with the SEC a proxy statement (the "Proxy Statement"Missouri Law) and other proxy soliciting materials relating (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions, and (ii) Pipex Xxxxxxx xxx delivered to the Board an opinion, which will be confirmed promptly in writing, that the consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions. (cb) include As promptly as reasonably practicable on the date of commencement of the 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") containing, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makeSection 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing filed with the SEC or dissemination and disseminated to Shareholders holders of Shares, in each case as and to the Companyextent required by applicable federal securities laws. (c) The Company shall promptly 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 a recent date, together with all other 13 9 available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company agrees shall promptly furnish 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 provide Buyer holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments 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, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 9.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order The Company hereby approves of and consents to consummate the transactions contemplated hereby, Offer and represents and warrants that the Company willBoard, in accordance with applicable law at meetings duly called and its articles of incorporation held on October 27, 2003 and bylaws: (a) hold a special meeting of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: April 12, 2005, has unanimously (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving determined that this Agreement and the Articles Option Agreements and the transactions contemplated hereby (including the Offer and the Merger) and thereby (collectively, the "Transactions") are fair to, and in the best interests of, the holders of Amendment; Shares, (bii) approved, adopted and declared advisable this Agreement, the Option Agreements and the Transactions (such approval and adoption having been made in accordance with the DGCL) and (iii) subject to Section 9.02, resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and, if required under the DGCL, adopt this Agreement. Subject to Section 9.02, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in this Section 3.03(a). Subject to Section 9.02, neither the Company Board nor any committee thereof shall (i) withhold, withdraw, amend, change or modify any approval or recommendation of the Transactions in any manner adverse to Purchaser or Parent, (ii) approve or recommend, or propose to approve or recommend, any other merger or other offer to the stockholders of the Company or (iii) enter into any agreement with respect to any other merger or other offer to the stockholders of the Company. Notwithstanding the foregoing, in the event that the Company Board determines in good faith that it is required to do so by its fiduciary duties under Law after consultation with outside legal counsel, the Company Board may withhold, withdraw, amend, change or modify its approval or recommendation of the Offer or the Merger. The Company represents and warrants that it has been advised by its directors and executive officers that they intend, as promptly as practicable after of the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to tender all Shares beneficially owned by them to Purchaser pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsOffer.

Company Action. In order to consummate (a) As soon as practicable on the transactions contemplated herebyday that the Offer is commenced, the Company will, in accordance will file with applicable law the SEC and its articles disseminate to holders of incorporation and bylaws: (a) hold Shares a special meeting of the Shareholders Solicitation/Recommendation Statement on Schedule 14D-9 (the "Shareholders MeetingSCHEDULE 14D-9") which shall include the opinion of CIBC World Markets referred to in Section 3.21 and, subject to Section 5.4(c), shall include the Recommendations (as soon as practicable following defined in Section 3.18). Parent shall promptly furnish to the date of Company all information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Agreement for Section 1.2(a). Subject to Section 5.4(c), the purpose of: (i) approving Company hereby consents to the sale inclusion of the Second Funding Shares Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to Buyer as contemplated herein and (ii) adopting and approving this Agreement and withdraw, modify or change any of the Articles of Amendment; (b) as promptly as practicable after the date Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed it being understood that, for purposes of this Agreement, (ia 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 terms of Section 5.4(c) file hereof. Each of the Company, Parent and Merger Sub agrees to correct promptly any information provided by it 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. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to be disseminated to holders of Shares, in each case as and to the Shareholders Meeting, (ii) respond promptly to any comments made extent required by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawfederal securities laws. Buyer Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer Parent and its counsel with any comments the Company or its counsel may receive receives from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 as soon as practicable after the 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 A-3 practicable date, and 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 Merger Sub 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 other documents necessary to consummate the Offer, Parent 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 all copies of such information then in their possession. (c) None of the information supplied by or on behalf of Parent for inclusion or incorporation by reference in the Registration Statement, the Offer Documents or the Schedule 14D-9 will, at the time the Registration Statement, the Offer Documents or the Schedule 14D-9 are filed with the SEC or at the time the Registration Statement becomes effective under the Securities Act, 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 the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting, 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 the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company that is contained in the foregoing documents.

Company Action. In order The Company hereby approves of and consents to consummate the Offer and represents that the Company's Board of Directors, at a meeting duly called and held, has, by the unanimous vote of all directors present, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to the Company's shareholders and are advisable and in the best interests of the Company willand its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders (the "Shareholders Meeting") PRGCL and has also taken such action as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company is necessary to Buyer as contemplated herein and (ii) adopting and approving render inapplicable to this Agreement and the Articles Transaction Support Agreements and the transactions contemplated hereby and thereby the provisions of Amendment; (b) as promptly as practicable after Article TENTH of the date Company's Certificate of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") Incorporation and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause resolved to recommend acceptance of the Proxy Statement to be mailed Offer and, to the Shareholders at the earliest practicable time after the date extent required by applicable Law, approval and adoption of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and Merger by its shareholders. The Company further represents that UBS Warburg, L.L.C. (c"UBS WARBURG") include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company has delivered to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not its oral opinion (to be required promptly confirmed in writing) that the consideration to make, be paid in the Offer and shall be entitled the Merger is fair to withdraw, the holders of shares of Company Common Stock (other than Parent or any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations Affiliates) from a financial point of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Companyview. The Company agrees has not been advised by any of its directors or executive officers who own shares of Company Common Stock that such director or executive officer does not intend to provide Buyer and its counsel any comments tender his or her shares of Company Common Stock pursuant to the Offer. In connection with the Offer, the Company will, or will cause its counsel transfer agent to, promptly furnish Parent with a list of its shareholders, 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 in the Company's possession or control of securities positions of shares of Company Common Stock held in stock depositories, in each case as of a recent date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may receive from reasonably request in connection with the SEC or its staff with respect Offer. Subject to the Proxy Statement promptly after requirements of applicable Laws, and, except for such steps as are necessary to disseminate the receipt Schedule TO and the Offer Documents and any other documents necessary to consummate the Offer and the transactions contemplated by this Agreement, Parent and 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 terminated, shall, upon request, destroy all copies of such commentsinformation then in their possession (and certify such destruction to the Company), except to the extent that such information can be shown to have been previously known on a nonconfidential basis by Parent or Purchaser, in the public domain through no fault of Parent or Purchaser or later Lawfully acquired by Parent or Purchaser on a nonconfidential basis.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on August 13, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger, and the transactions contemplated by the Stockholders Agreements (collectively, the "Shareholders MeetingTransactions") as soon as practicable following ), are fair to and in the date of this Agreement for the purpose of: (i) approving the sale best interests of the Second Funding Shares by the Company to Buyer as contemplated herein holders of Shares, (B) approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Delaware Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 203 thereof) and other proxy soliciting materials relating (C) recommended 4 that the holders of Shares accept the Offer and tender the Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement, (ii) a majority of Disinterested Directors (as such term is defined in paragraph E(5) of Article 6 of the Company's certificate of incorporation) has approved, adopted and declared advisable this Agreement and the Articles Transactions in a manner sufficient to render Article 6 of Amendmentthe Company's certificate of incorporation inapplicable to the Transactions and (iii) PaineWebber Incorporated has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. Except as required by the fiduciary duties of the Board under applicable law based upon advice of outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company 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 either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer, or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement; andprovided that any directors and officers who would incur liability under Section 16(b) of the Exchange Act as a result thereof shall not be required to tender such Shares to the extent necessary to avoid such liability. (cb) include in As promptly as reasonably practicable on the Proxy Statementdate of commencement of the 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") containing, except as required by the fiduciary duties of the Board under applicable law based upon advice of outside legal counsel, the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to makeSection 1.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing filed with the SEC or dissemination and disseminated to Shareholders holders of Shares, in each case as and to the Companyextent required by applicable federal securities laws. (c) The Company shall promptly 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 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 agrees shall promptly furnish 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 provide Buyer holders of the Shares as Parent or Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments 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, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in 5 accordance with Section 8.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order (a) The Company hereby consents to consummate the transactions contemplated herebyOffer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement, the Company willStock Option Agreement and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the Company's shareholders, (ii) unanimously approved and adopted this Agreement, the Stock Option Agreement and the Transactions, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders California Law and (the "Shareholders Meeting"iii) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale unanimously resolved to recommend acceptance of the Second Funding Shares by the Company to Buyer as contemplated herein Offer and (ii) adopting approval and approving adoption of this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this AgreementMerger by its shareholders, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating provided that, subject to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy StatementSection 7.04(c), the recommendation Board of the Board that the Shareholders Directors of the Company vote may withdraw, modify or amend such recommendation only to the extent the Board of Directors shall have determined in favor good faith, on the basis of the sale advice of the Second Funding Shares by the its outside legal counsel, that, consistent with its fiduciary duties under applicable law, it must take such action. The Company further represents that BancBoston Xxxxxxxxx Xxxxxxxx has delivered to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not its written opinion that the consideration to be required paid in the Offer and the Merger is fair to makethe holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers who own Shares intend either to tender their Shares pursuant to the Offer and, if applicable, to vote in favor of the Merger. The Company will cause its transfer agent to promptly furnish Parent with a list of the Company's shareholders, mailing labels and shall be entitled 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 and to withdrawprovide to Parent such additional information (including, any without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such recommendation other assistance as Parent may reasonably request in communicating to record and beneficial owners of Shares in connection with the Offer. (and cease such solicitationb) if such Board concludes in good faith As soon as practicable on the basis day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Shares, 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 "Schedule 14D-9") that shall reflect the recommendations of the advice Company's Board of its outside counsel Directors referred to above. The Company and Parent each agree 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 Company agrees to take all steps necessary to cause the making ofSchedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, or in each case as and to the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSEC.

Company Action. In order to consummate (a) The Company represents that (i) the Board, at a meeting duly called and held on June 4, 2000, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTRANSACTIONS"), are fair to, and in the best interests of, the holders of Shares, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved and (ii) adopting and approving adopted this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Michigan Law), (iC) file with resolved to recommend that the SEC a proxy statement (holders of Shares accept the "Proxy Statement") Offer and other proxy soliciting materials relating tender Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions, and (D) resolved to amend the Rights Agreement as contemplated herein, and (ii) Deutsche Bank Securities, Inc. has delivered to the Board an opinion, which will be confirmed promptly in writing, that the consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). If so requested by the Purchaser, the Company will take all reasonable actions necessary in support of any consent solicitation and/or tender offer for the Company's outstanding 9.25% senior subordinated notes due 2008. 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. (cb) include As promptly as reasonably practicable on the date of commencement of the 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") containing, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments.described in

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held, has unanimously: (i) determined that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are advisable to the shareholders of the Company and fair to and in the best interests of the Company and its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) approved and adopted any actions necessary to render the Rights issued pursuant to the Rights Agreement inapplicable to the execution of this Agreement, the commencement or consummation of the Offer and the Merger, the exercise of the Top-Up Option, or any of the other transactions contemplated hereby, (iv) subject to Section 6.3 hereof, resolved to recommend that the shareholders of the Company willaccept the Offer and tender their Shares to Merger Sub thereunder and, if required to consummate the Merger under the MBCA, approve this Agreement and the Merger (the “Company Recommendation”), (v) rendered inapplicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement the provisions of Chapters 110C, 110D and 110F of the MGL, (vi) after receiving a fairness opinion from an investment banking firm selected by the Board of Directors, determined that the Offer is (A) at a price that is fair to shareholders (taking into account all factors which members of the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (B) otherwise in accordance with applicable law the best interests of the Company and its articles shareholders and (vii) elected that the Offer and the Merger, to the extent of incorporation the Board of Directors’ power and bylaws:authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, and the Company shall not permit any Change of Recommendation, except as specifically provided in Section 6.3 hereof. (ab) hold a special meeting Provided that Parent and Merger Sub shall have furnished to the Company the information required to be furnished by them pursuant to Section 1.2(c), on the date of the Shareholders (commencement of the "Shareholders Meeting") Offer, and as soon promptly as practicable following the date of this Agreement for the purpose of: (i) approving the sale filing of the Second Funding Shares by Schedule TO pursuant to Section 1.1(c) hereof, the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) shall file with the SEC a proxy statement Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Proxy Statement"“Schedule 14D-9”) and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materialsOffer, (iii) cause which shall contain the Proxy Statement Company Recommendation, subject to be mailed to the Shareholders at the earliest practicable time after the date of this AgreementSection 6.3, and (iv) which shall comply in all other material respects use its best efforts to cause with the Shareholders to approve the sale provisions of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; andall applicable Federal securities Laws. (c) include The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by applicable securities Laws. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information respectively provided by them for use in the Proxy StatementSchedule 14D-9 if and to the extent that it shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, the recommendation in light of the Board that circumstances under which they are made, not misleading, and the Shareholders Company will cause the Schedule 14D-9, as so corrected or supplemented, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable securities Laws. Parent shall promptly furnish to the Company vote in favor of the sale of the Second Funding Shares writing all information concerning Parent or Merger Sub that may be required by applicable securities Laws or reasonably requested by the Company to Buyer and adopt and approve this Agreement and for inclusion in the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, Schedule TO or the failure to withdrawOffer Documents. Parent, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement prior to its filing Schedule 14D-9 (including each amendment or supplement thereto) before they are filed with the SEC or dissemination to Shareholders of SEC. In addition, the Company. The Company agrees to shall provide Buyer Parent, Merger Sub and its their counsel (in writing, if written), and consult with Parent and Merger Sub regarding, any comments (written or oral) the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 as promptly as practicable after the receipt of such comments. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses and participate in any related oral conference held with the staff of the SEC. (d) In connection with the Offer, the Company shall reasonably promptly following execution of this Agreement (and in any event within three (3) Business Days) furnish Parent and Merger Sub with a list of its shareholders of record, mailing labels containing the names and addresses of all record holders of Shares, non-objecting beneficial owners list and security position listings of Shares held in stock depositories, each as of the most recent practicable date, and shall reasonably promptly furnish Parent with such additional information, including updated lists of shareholders, mailing labels, security position listings and computer files, and such other information and assistance as Parent, Merger Sub or their agents may reasonably request for the purpose of communicating the Offer, the Offer Documents and any and all related correspondence to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except to the extent such steps are reasonably related to the dissemination of the Offer Documents and the consummation of the Offer, Parent and Merger Sub shall hold in confidence all the information contained in any such lists, labels or other listings or computer files, shall use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, shall, upon the Company’s request, deliver to the Company all copies of such information in their possession. (e) At any time after the Acceptance Date, Parent may request the Company to take all necessary actions, and the Company agrees to take such actions, to deregister the Shares under the Exchange Act and/or to delist the Shares from the NASDAQ Global Market (the “NASDAQ”) if such actions are otherwise permitted under applicable Law and the applicable rules and regulations of the NASDAQ.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that the Company Board, at a meeting duly called and held, has (i) determined that this Agreement, the Stockholders' Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement, the Company willStockholders' Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, in accordance with the DGCL, including, without limitation, Section 203 thereof, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the Company's stockholders. The Company further represents that Xxxxx & Company Incorporated ("Advisor") has delivered to the Company Board its written opinion as of the date hereof that the consideration to be received by the holders of shares of Company Common Stock pursuant to the terms of the Offer and the Merger is fair from a financial point of view to such holders. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and the Company shall not withdraw or modify such recommendation in any manner adverse to the Parent or Merger Sub, unless the Company Board otherwise determines (based on a majority vote of the Company Board in its good faith judgment) that such withdrawal or modification is necessary to comply with its fiduciary duties to stockholders under applicable law and its articles of incorporation and bylaws:after receiving advice from outside counsel (who may be the Company's regularly engaged independent legal counsel). (ab) hold a special meeting of The Company hereby agrees to file with the Shareholders (the "Shareholders Meeting") SEC as soon as practicable following on the date day that the Offer is commenced and disseminate to holders of this Agreement for shares of Company Common Stock, in each case as and to the purpose of: extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and (ii) adopting and approving this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreementtogether with any amendments or supplements thereto, (i) file with the SEC a proxy statement (the "Proxy StatementSchedule 14D-9") and other proxy soliciting materials relating that, subject to Section 8.04, shall reflect the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders recommendations of the Company vote Board referred to in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, the Company's Board of Directors shall not be required to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitationSection 2.02(a) if such Board concludes in good faith on the basis of the advice of its outside counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable lawabove. Buyer Parent and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing being filed with the SEC or dissemination disseminated to Shareholders holders of the Companyshares of Company Common Stock. The Company agrees to provide Buyer Parent and its counsel with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with an opportunity to participate in the response of the Company to such comments. Each of the Company and Parent 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 and to supplement the Schedule 14D-9 to include any information that shall become necessary to include in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) The Company shall promptly furnish Parent 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 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 beneficial owners of shares of Company Common Stock as Parent may reasonably request. The Company shall promptly furnish Parent 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 of Company Common Stock as Parent 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, Parent 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 terminated in accordance with Section 10.01, shall deliver to the Company all copies of such information then in their possession.

Company Action. In order (a) The Company hereby consents to consummate the Offer and represents that its Board of Directors, at a meeting duly called and held, has by unanimous vote of the directors participating therein (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are advisable and are fair to and in the best interest of the Company's stockholders, (ii) approved and adopted this Agreement and the transactions and other matters contemplated hereby, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders DGCL, and (the "Shareholders Meeting"iii) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale resolved to recommend acceptance of the Second Funding Shares by the Company to Buyer as contemplated herein Offer and (ii) adopting approval and approving adoption of this Agreement and the Articles of Amendment; Merger by the Company's stockholders subject to Section 4.02(c)(ii) (bthe recommendations referred to in this clause (iii) are collectively referred to in this Agreement as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement "Recommendations"). The Company further represents that Morgan Stanley & Co. Incorporated (the "Proxy StatementCompany Financial Advisor") and other proxy soliciting materials relating to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of Amendment; provided, however, hxx xxxdxxxx xx the Company's Board of Directors its opinion that, as of the date of such opinion, the consideration to be received by the Company's stockholders in the Transaction is fair to such stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers currently intend to tender their Shares pursuant to the Offer. (b) As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC and disseminate to holders of Shares a Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which shall reflect the Recommendations; provided that they have not be required to makebeen withdrawn or modified as permitted hereby. The Company shall comply in all material respects with the provisions of, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes satisfy in good faith on all material respects the basis of the advice of its outside counsel that the making requirements of, such Schedule 14D-9 and all applicable federal securities laws. The Company and Acquiror each agree 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 Company agrees to take all steps necessary to cause the failure Schedule 14D-9 as so corrected to withdrawbe filed with the SEC and to be disseminated to holders of Shares, such recommendation would violate in each case as and to the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Acquiror and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 and any material amendments thereto prior to its filing it being filed with the SEC or dissemination to Shareholders of the CompanySEC. The Company agrees to provide Buyer Acquiror with, and its counsel to consult with Acquiror regarding, any comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Proxy Statement Schedule 14D-9 promptly after receipt thereof. Acquiror shall provide the receipt Company all information reasonably requested by the Company for inclusion in the Schedule 14D-9 and any exhibits or annexes thereto. (c) The Company will promptly direct its transfer agent (the "Transfer Agent") to furnish Acquiror subject to the terms of the Confidentiality Agreement (as defined in Section 5.03), with 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 shall direct the Transfer Agent to provide to Acquiror such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Acquiror may reasonably request in connection with the Offer. Acquiror shall use such information only in connection with the transactions contemplated by this Agreement. (d) As promptly as practicable after the initial acceptance of Shares by Acquiror, but no later than one (1) business day after such initial acceptance of Shares, the Company shall publicly announce and mail a notice of redemption of all outstanding shares of the Company Preferred Stock in accordance with the applicable provisions of the Company's Certificate of Designations in respect thereof, which announcement and notice shall provide for such redemption on the thirtieth (30th) day following the date of such commentsannouncement and notice.

Company Action. In order (a) Subject to consummate the rights set forth in Section 7.05(b), the Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 5, 2000, has (A) determined that, as of such date, this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively with the transactions contemplated by the Stockholders Agreement, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Securities, (B) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with New York Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 902 thereof) and other proxy soliciting materials relating (C) resolved, as of such date, to recommend that the holders of Securities accept the Offer and tender their Securities pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Transactions, and (ii) Xxxxxxx Xxxxx & Associates, Inc. has delivered to the Board a written opinion that the consideration to be received by the holders of Amendment; andSecurities pursuant to each of the Offer and the Merger is, as of the date of such letter, fair to the holders of Securities from a financial point of view, subject to the assumptions and qualifications stated in such letter. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). (cb) include On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer Section 2.02(a), including an information statement (together with all amendments and adopt and approve this Agreement and the Articles of Amendment; provided, howeversupplements thereto, the Company's Board of Directors shall not be required to make"Schedule 14D-9"), and shall be entitled disseminate the Schedule 14D-9 to withdrawthe extent required by Rule 14d-9 promulgated under the Exchange Act, and any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis other applicable federal securities laws. Each of the advice of its outside counsel that Company, Parent and Purchaser agrees to correct promptly any information provided by it for use in the making ofSchedule 14D-9 which shall have become false or misleading in any material respect, or and the failure Company further agrees to withdrawtake all steps necessary to cause the Schedule 14D-9, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall as so corrected, to be given reasonable opportunity to review and comment upon the Proxy Statement prior to its filing filed with the SEC or dissemination and disseminated to Shareholders holders of Securities, in each case as and to the Companyextent required by applicable federal securities laws. (c) The Company shall as promptly as reasonably practicable but, in any event, within three business days after the date hereof, furnish Purchaser with mailing labels containing the names and addresses of all record holders of Securities and with security position listings of Securities 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 Securities. The Company agrees shall promptly furnish 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 provide Buyer holders of Securities as Parent or Purchaser may reasonably request. Subject to the requirements of applicable law, and its counsel except for such steps as are necessary to disseminate the Offer Documents and any comments other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence pursuant to the Confidentiality Agreements the information contained in such labels, listings and files, shall use such information only for the purpose of consummating the Transactions, and, if this Agreement shall be terminated in accordance with Section 9.01, shall deliver to the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt all copies of such commentsinformation then in their possession.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents and warrants that the Board of Directors of the Company (the "Board"), at a meeting duly called and held, has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to, and in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the best interests of, the shareholders of the Shareholders (the "Shareholders Meeting") as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein and Company, (ii) approving and adopting and approving this Agreement and the Articles transactions contemplated hereby, including the Offer, the Merger (as defined in Section 2.01), and the Shareholders Tender Agreements of Amendment; even date between the Purchaser and each of the Directors of the Company (bthe "Shareholder Tender Agreements") as promptly as practicable after and the date transactions contemplated thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, (i) file with the SEC a proxy statement Merger and the Shareholder Tender Agreements, and the transactions contemplated hereby and thereby, for purposes of Sections 902 and 912 of the New York Business Corporation Law (the "Proxy StatementBCL") and similar provisions of any other proxy soliciting materials relating similar state statutes that might be deemed applicable to the Shareholders Meetingtransactions contemplated hereby, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, and (iii) cause recommending that the Proxy Statement to be mailed shareholders of the Company accept the Offer, tender their Shares thereunder to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, Purchaser and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale of the Second Funding Shares by the Company to Buyer and adopt and approve this Agreement and the Articles of AmendmentMerger; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board, by a majority vote, determines in its good faith judgment, based as to legal matters on the written opinion of legal counsel, that the Board is required to do so for the proper discharge of its fiduciary duties. The foregoing shall 11 - 7 - constitute a good faith proposal of the Parent (and the Purchaser) to acquire the Shares, and acceptance and approval of such proposal by the Board, in accordance with Section 912 of the BCL. (b) The Company has been advised by each of its executive officers who as of the date hereof is aware of the transactions contemplated hereby and each of its Directors that each such person intends to tender pursuant to the Offer all Shares owned by such person. The Company represents that the Board has received the oral opinion of Donaxxxxx, Xxfkxx & Xenrxxxx, Xxcorporated ("DLJ") that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view and that DLJ is prepared to deliver its written opinion that the proposed consideration to be received by holders of Shares pursuant to the Offer and Merger is fair to such holders from financial point of view within three days from the date of this Agreement. (c) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9"), containing the recommendation described in Section 1.02(a) and shall mail the Schedule 14D-9 to the shareholders of the Company. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and on the date filed with the SEC and on the date first published, sent or given to the Company's Board of Directors shall not be required to makeshareholders, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be entitled stated therein or necessary in order to withdrawmake the statements therein, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis light of the advice of its outside counsel circumstances under which they were made, not misleading, except that no representation is made by the making of, Company with respect to information supplied in writing by the Parent or the failure Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, the Parent and the Purchaser agrees promptly to withdrawcorrect any information provided by it for the use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, such recommendation would violate and the fiduciary obligations of such Board under Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's shareholders, in each case as and to the extent required by applicable lawFederal securities laws. Buyer The Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to Shareholders shareholders of the Company. The Company agrees to provide Buyer the Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff Staff with respect to the Proxy Statement Schedule 14D-9 promptly after the receipt of such comments. (d) In connection with the Offer, the Company will, and will cause its transfer agent (the "Transfer Agent") to, furnish promptly to the Parent and the Purchaser mailing labels containing the names and addresses of all record holders of Shares as of a recent date and of those persons becoming record holders after such date, together with copies of all lists of shareholders and security position listing and computer files and all other information in the Company's possession and control regarding the beneficial ownership of Shares. The Company shall promptly furnish the Parent and the Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and security position listings and computer files) and such other assistance as the Parent and the Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. In order (a) The Company hereby consents to consummate the Offer and represents that its board of directors (the "Board of Directors"), at a meeting duly called and held and acting on the unanimous recommendation of a special committee of the Board of Directors comprised of two independent directors (the "Special Committee"), has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Company willOffer and the Merger, are fair to and in the best interests of the Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting the requirements of the Shareholders Delaware Law and (the "Shareholders Meeting"iii) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale subject to Section 7.04(b), resolved to recommend acceptance of the Second Funding Shares by the Company to Buyer as contemplated herein Offer and (ii) adopting approval and approving adoption of this Agreement and the Articles of Amendment; (b) as promptly as practicable after the date of this Agreement, (i) file with the SEC a proxy statement (the "Proxy Statement") and other proxy soliciting materials relating Merger by its stockholders. The Company further represents that Broadview International Limited has delivered to the Shareholders Meeting, (ii) respond promptly Board of Directors its written opinion that the consideration to any comments made by be paid in the SEC with respect Offer and the Merger is fair to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed holders of Shares from a financial point of view based upon and subject to the Shareholders at factors and assumptions set forth therein. The parties acknowledge that Warburg, Pincus Investors, L.P., subject to certain conditions, hxx xxxeed to either tender the earliest practicable time after Shares held by it pursuant to the date of this Agreement, and (iv) in all other respects use its best efforts Offer or to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to Buyer, and approve and adopt this Agreement and the Articles of Amendment; and (c) include in the Proxy Statement, the recommendation of the Board that the Shareholders of the Company vote in favor of the sale Merger pursuant to a letter agreement with Symphony Technology Group dated September 23, 2002, as amended from time to time. The Company shall direct its transfer agent 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 Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct insofar as the records of the Second Funding Shares by transfer agent are concerned as of the most recent practicable date, and shall provide to Parent such additional information (including 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. (b) On the day that the Offer is commenced or as soon as practicable thereafter, the Company shall file with the SEC and disseminate to Buyer holders of Shares, in each case as and adopt and approve this Agreement and to the Articles of Amendment; providedextent required by applicable federal securities laws, howevera Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Company's "Schedule 14D-9") that, subject to Section 7.04(b), shall reflect the recommendations of the Board of Directors shall not be required referred to make, and shall be entitled to withdraw, any such recommendation (and cease such solicitation) if such Board concludes in good faith on the basis above. Each of the advice Company, Parent and Merger Subsidiary 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 Company 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 its outside counsel that Shares, in each case as and to the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under extent required by applicable lawfederal securities laws. Buyer Parent and its counsel shall be given reasonable an opportunity to review and comment upon on the Proxy Statement prior to its filing Schedule 14D-9 before it is filed with the SEC or dissemination to Shareholders of the Company. The Company agrees to provide Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such commentsSEC.

Company Action. In order (a) The Company hereby approves of and consents to consummate the Offer and represents that (i) the Board, at a meeting duly called and held on November 4, 2001, has (a) determined that this Agreement and the transactions contemplated hereby, the Company will, in accordance with applicable law and its articles of incorporation and bylaws: (a) hold a special meeting including each of the Shareholders Offer and the Merger (collectively, the "Shareholders MeetingTransactions"), are fair to, and in the best interests of, the holders of Shares, (b) as soon as practicable following the date of this Agreement for the purpose of: (i) approving the sale of the Second Funding Shares by the Company to Buyer as contemplated herein approved, adopted and (ii) adopting and approving declared advisable this Agreement and the Articles of Amendment; Transactions (b) as promptly as practicable after the date of this Agreementsuch approval and adoption having been made in accordance with Delaware Law, (i) file with the SEC a proxy statement (the "Proxy Statement"including, without limitation, Section 203 thereof) and other proxy soliciting materials relating (c) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Shareholders Meeting, (ii) respond promptly to any comments made by the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to the Shareholders at the earliest practicable time after the date of this Agreement, and (iv) in all other respects use its best efforts to cause the Shareholders to approve the sale of the Second Funding Shares by the Company to BuyerOffer, and approve and adopt this Agreement and the Articles Merger, and (ii) Friedman, Billings, Ramsey & Co., Inc. ("FBR") xxx xxlivered to the Board its opinion that the consideration to be received by the holders of Amendment; andShares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view (the "Fairness Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to CRI, Holdings or Purchaser except as provided in Section 7.05(b). 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. (cb) include On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 containing the Fairness Opinion and, except as provided in the Proxy StatementSection 7.05(b), the recommendation of the Board that the Shareholders of the Company vote described in favor of the sale of the Second Funding Shares by the Company to Buyer Section 2.02(a) (together with all amendments and adopt and approve this Agreement and the Articles of Amendment; provided, howeversupplements thereto, the Company's Board of Directors shall not be required to make"Schedule 14D-9"), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Each of CRI, Holdings, Purchaser and the Company agrees to correct promptly any information provided by it for use in the Schedule 14D-9 which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be entitled filed with the SEC and disseminated to withdrawholders of Shares, any such recommendation (in each case as and cease such solicitation) if such Board concludes in good faith on to the basis of the advice of its outside extent required by applicable federal securities laws. The Company shall give CRI, Holdings, and Purchaser and their counsel that the making of, or the failure to withdraw, such recommendation would violate the fiduciary obligations of such Board under applicable law. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon on the Proxy Statement Schedule 14D-9 prior to its filing such document being filed with the SEC or dissemination disseminated to Shareholders holders of the CompanyShares. The Company agrees to shall provide Buyer CRI, Holdings, and its Purchaser and their counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly Schedule 14D-9 after the receipt of such comments and shall provide CRI, Holdings, Purchaser and their counsel with a reasonable opportunity to participate in the response of the Company to such comments. (c) The Company shall promptly cause its transfer agent to 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 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 promptly furnish 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 CRI, Holdings, or Purchaser 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, CRI, Holdings, and Purchaser 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 terminated in accordance with Section 9.01, shall deliver and shall cause their agents to deliver to the Company all copies of such information then in their possession or control.