Common use of Company Action Clause in Contracts

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of shares of Class A Common Stock, each as of the most recent practicable date, and (B) such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG or its agents may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its control.

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferSigning Transactions. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). event within five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent and Buyer with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent and Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Parent or its agents Buyer may reasonably request in connection with communicating the Offer. In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least five (5) Business Days prior to the record and beneficial holders Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of shares of Class A Common Stock the Company in connection with respect the Offer, and, notwithstanding this Article 2, neither Parent nor Buyer shall have any obligation to the Tender Offerdeliver such information to such shareholders under this Agreement. Subject to the requirements of Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Parent and its Affiliates and Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, concurrently with the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.03(d), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the 1934 Act and applicable Law, or as reasonably requested by the Company, to be set forth in the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and any other applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall consider in good faith including in such document (and any amendments thereto) all comments reasonably proposed by Parent, Buyer and their counsel. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or under its controlstaff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (and the Company shall consider in good faith including all comments reasonably proposed by Parent, Buyer and their counsel), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities.

Company Action. (a) The Company hereby consents to the Offer and represents that its board of directors (the “Board of Directors”), at a meeting duly called and held has (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany’s stockholders, (ii) authorized approved and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization the Merger, and approval having been made declared this Agreement advisable, in accordance with the DGCL, including, without limitation, Section 203 thereofrequirements of the Delaware General Corporation Law (“Delaware Law”) and (iii) resolved to recommend, (subject to Section 3.01(c7.04(b), that ) to recommend acceptance of the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to adoption of this Agreement by the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents stockholders of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Company. (b) In connection with The Company has been advised that, as of the Tender Offerdate hereof, no later than three (3) Business Days prior all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the anticipated commencement of the Tender Offer, the . The Company shall promptly furnish CIG Parent with (A) a list of its stockholders, mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance positions) as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, Parent and except for such steps as are necessary to disseminate the Tender Offer Documents Merger Subsidiary and any other documents necessary to consummate the Tender Offer, CIG shall, and their Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly deliver deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such information then in its their possession or under its control. (c) As promptly as practicable after the amendment to the Schedule TO is filed with the SEC pursuant to the first sentence of Section 1.01(b), but in no event later than five Business Days following the public announcement of the execution of this Agreement, the Company shall file with the SEC and, to the extent required by applicable U.S. securities laws, disseminate to holders of Shares an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on September 28, 2010 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.04(b), shall reflect the recommendations of the Board of Directors referred to above. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or any of its Affiliates 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 shall 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 U.S. federal securities laws. Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent and Merger Subsidiary and their counsel with any written or oral comments the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly, but in no event later than twenty-four hours, after the receipt of such comments.

Company Action. (a) The Company represents that shall use its reasonable best efforts to cause Goldxxx, Xxchs & Co. (the "Company Financial Adviser") to permit the inclusion of the fairness opinion referred to in Section 3.17 (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12 and a reference to such opinion in the Offer Documents. Except to the extent otherwise required by the fiduciary duties of the Board has (i) determined that of Directors of the Tender Offer is fair to, and in the best interests ofCompany under applicable law, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation recommendations of the Company's Board of Directors described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)3.4. (b) The Company shall file with the SEC, contemporaneously with the commencement of the Offer pursuant to 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 shareholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with 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 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 of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall promptly furnish CIG Purchaser with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories listings, any non-objecting beneficial owner lists and any available listing listings or computer file files containing the names and addresses of the record holders of shares of Class A Company Common Stock, each as of the most a recent practicable date, and (B) shall promptly furnish Purchaser with such additional information, information (including but not limited to updated lists of stockholdersshareholders, mailing labels labels, security position listings and lists of securities positions non-objecting beneficial owner lists) and such other information and assistance as CIG Parent, Purchaser or its their agents may reasonably request require in connection with 8 4 communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary appropriate to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Purchaser and their affiliates, associates, agents and advisors shall cause its agents to, hold in confidence use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in its possession or under its controltheir possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held has unanimously (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements Stockholders Agreement and the transactions contemplated hereby and thereby thereby, including the Offer and the Merger, are fair to and in the best interests of the Company's stockholders, (such authorization ii) approved, adopted and approval having been made declared advisable this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, in accordance with the requirements of the General Corporation Law of the State of Delaware (the "DGCL"), including, without limitation, limitation Section 203 thereof) of the DGCL and (iii) resolved to recommendrecommend to its stockholders that they tender their Shares in the Offer and vote to approve and adopt this Agreement. The Company will promptly furnish Parent with a list of its stockholders, subject 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 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. From and after the date of this Agreement, all such information concerning the Company's record holders and, to the extent known, beneficial holders, shall be made available to Merger Sub. 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, the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and lists, shall use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement shall be terminated in accordance with Section 3.01(c)8.01, shall deliver to the Company all copies of such information then in their possession or under their control. The Company further represents that Broadview International LLC has delivered to the Company's Board of Directors a written opinion that, as of the date of this Agreement, the Merger Consideration to be received by the holders of shares Shares pursuant to each of Class A Common Stock accept the Tender Offer and tender their shares pursuant the Merger is fair to the Tender Offerholders of Shares from a financial point of view (the "Fairness Opinion"). The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Company's Board of Directors described in this Section 3.02(a1.02(a)(iii), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, Merger Sub or Parent except as provided in Section 3.01(c5.04(b). The Company has been advised by its directors that they currently intend either to tender all Shares beneficially owned by them to Merger Sub 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. (b) In connection with As soon as practicable on the Tender Offer, no later than three day that the Offer is commenced (3) Business Days which shall not be prior to the anticipated commencement of fifth business day after the Tender Offerdate hereof without the Company's consent), the Company shall furnish CIG 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 (Atogether with any amendments or supplements thereto, the "Schedule 14D-9") mailing labelsthat shall contain the Fairness Opinion and, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing subject to Section 5.04(b), shall reflect the names and addresses recommendations of the record Company's Board of Directors referred to above. The Company, Parent and Merger Sub each 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. 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 Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and each amendment thereto prior to its being filed with the SEC or disseminated to the holders of Class A Common StockShares. The Company shall provide Parent, each as Merger Sub and their counsel with a copy of any written comments or telephonic notification of any oral comments the most recent practicable date, and (B) such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG Company or its agents counsel may reasonably request in connection with communicating to receive from the record and beneficial holders of shares of Class A Common Stock SEC or its staff with respect to the Tender Offer. Subject Schedule 14D-9 promptly after the receipt thereof, shall consult with Parent, Merger Sub and their counsel prior to the requirements of applicable Law, and except for responding to any such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shallcomments, and shall cause its agents toprovide Parent, hold in confidence the information contained in Merger Sub and their counsel with a copy of any such labels, listings written responses thereto and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to telephonic notification of any oral responses thereto of the Company all copies of such information then in and its possession or under its controlcounsel.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants that the Board Board, at a meeting duly called and held, has in light of and subject to the terms and conditions set forth herein, (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, taken together, are fair to, to and in the best interests of, of the holders stockholders of shares of Class A Common Stockthe Company, (ii) authorized approved and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization the Merger, which approval constitutes approval for purposes of Section 203(a)(1) of the Delaware Law of the Offer, the execution, delivery and approval having been made in accordance with performance of the DGCLStockholders Option Agreement by and among Acquisition and the stockholders who are parties thereto and the Merger, including, without limitation, Section 203 thereof) and (iii) resolved to recommendrecommend that the stockholders of the Company accept the Offer, subject tender their Shares thereunder to Section 3.01(c)Acquisition and, if required by applicable law, approve and adopt this Agreement and the Merger; provided, -------- however, that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant such recommendation may be withdrawn, modified or amended to the Tender Offer------- extent that the members of the Board, by a majority vote, determine in good faith (upon advice of counsel) that they are required to do so in the exercise of their fiduciary duties. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)immediately preceding sentence. (b) The Company hereby agrees to file with the SEC as promptly as reasonably practicable on the date of the 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 recommendations described in Section 1.02(a) hereof and to disseminate the Schedule 14D-9 to the extent required by Rule 14e-2 promulgated under the Exchange Act and any other applicable federal securities laws. 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, 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 supplied by Parent or Acquisition for inclusion in the Schedule 14D- 9. Parent and its counsel shall be given the opportunity to review the Schedule 14D-9 prior to the filing thereof with the SEC. The Company, Parent and Acquisition each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 and to the extent that it shall have become false or misleading in any material respect 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, as and to the extent required by applicable federal securities laws. The Company agrees to provide to Acquisition and its counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Notwithstanding anything contained in this Section 1.02(b), but subject to Section 8.03 hereof, if the members of the Board by majority vote determine in good faith (upon advice of counsel) that it is required in the exercise of their fiduciary duties to withdraw, modify or amend the recommendation of the Board, such withdrawal, modification or amendment shall not constitute a breach of this Agreement. (c) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall will promptly furnish CIG Parent with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of shares of Class A Common Stock, each as of the most recent practicable date, and (B) such additional information, including current lists of the stockholders of the Company, mailing labels and lists of security positions and shall furnish Parent with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance positions) as CIG Parent or its agents may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shall, Parent and its affiliates and associates shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in its possession or under its controltheir possession.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company's shareholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the South Carolina Business Corporation Act ("SCBCA") and (iii) subject to its fiduciary duties under applicable law, as determined by the Board described of Directors in good faith after consultation with counsel, unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Section 3.02(a), Agreement and the Merger by its shareholders. The Company shall not withdraw or modify such recommendation in any manner adverse has been advised that all of its directors who own Shares intend to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior tender their Shares pursuant to the anticipated commencement Offer. The Company will promptly furnish Parent with a list of the Tender Offerits shareholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, Parent and except for such steps as are necessary to disseminate the Tender Offer Documents Acquisition and any other documents necessary to consummate the Tender Offer, CIG shall, and their agents shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminated, shallwill, upon request, promptly deliver deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such information then in its their possession or under its control. (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, subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, shall reflect the recommendations of the Company's Board of Directors referred to above. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate in the response of the Company to such comments, including by participating with the Company or its counsel in any discussions with the SEC or its staff. The Company, Parent and Acquisition 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 an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC.

Company Action. (a) The Company hereby consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held has (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany's stockholders (other than Parent), (ii) authorized approved and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization and approval having been made the Merger, in accordance with the DGCL, including, without limitation, Section 203 thereoflaws of the Republic of Panama ("PANAMA LAW") and (iii) resolved to recommend, (subject to Section 3.01(c6.02(b), ) to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Xxxxxxx & Company International 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 of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer(other than Parent) from a financial point of view. The Company hereby consents to the inclusion in the Tender Offer Documents will promptly furnish Parent with a list of the recommendation of the Board described in this Section 3.02(a)its stockholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Common Stock and lists of Class A securities positions of Common StockStock held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent and Merger Subsidiary and each of their affiliates, associates, employees, agents and advisors shall cause its agents to, hold in confidence the information contained in any such lists, labels, listings and or files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated and if the Company so requests, shallshall deliver, upon requestand shall use their reasonable efforts to cause their affiliates, promptly deliver associates, employees, agents and advisors to deliver, to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) As soon as practicable after the time that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Common Stock, 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 of Common Stock, in each case as and to the extent required by applicable federal securities laws.

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferSigning Transactions. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). event within five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent and Buyer with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent and Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Parent or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Parent and its Affiliates and their respective Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and such Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, concurrently with the filing of the Schedule TO and the Registration Statement, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.03(d), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the 1934 Act and applicable Law, or as reasonably requested by the Company, to be set forth in the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and any other applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall include in such document (and any amendments thereto) all comments proposed by Parent, Buyer and their counsel and reasonably acceptable to the Company. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (and the Company shall include all comments proposed by Parent, Buyer and their counsel and reasonably acceptable to the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities. In the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9, the Company shall use its reasonable best efforts to respond as promptly as practicable to such comments and to consult with Parent and Buyer with respect to such response. The rights of Parent and Buyer and their respective Affiliates and Representatives under its controlthis Section 2.02(b) shall terminate only with respect to any matter reflecting the Company Recommendation at such time as the Company Board makes a Company Adverse Recommendation Change in connection with a Superior Proposal or Company Intervening Event.

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferSigning Transactions. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). event within five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Buyer with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Buyer may reasonably request in connection with communicating the Offer. In the event that the Company is prohibited from providing such information, (A) it shall request permission from the applicable shareholders to provide such information to Buyer or (B) if the information requested is not received at least five (5) Business Days prior to the record and beneficial holders Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer to such shareholders of shares of Class A Common Stock the Company in connection with respect the Offer, and, notwithstanding this Article 2, Buyer shall not have any obligation to the Tender Offerdeliver such information to such shareholders under this Agreement. Subject to the requirements of Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Buyer and its Affiliates and Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Buyer shall deliver to the Company and shall use its reasonable best efforts to cause its Affiliates and Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, concurrently with the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.03(d), shall reflect the Company Recommendation. Buyer shall promptly furnish to the Company all information concerning Buyer or any of its possession applicable Affiliates required by the 1934 Act to be set forth in the Schedule 14D-9. Each of the Company and Buyer agrees promptly to correct any information provided by it for inclusion or under incorporation by reference in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and any other applicable Law. Buyer and its controlcounsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall include in such document (and any amendments thereto) all comments reasonably proposed by Buyer and its counsel. The Company shall provide Buyer and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (which response shall include all comments reasonably proposed by Buyer and its counsel), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall cause its transfer agent to furnish CIG the Purchaser with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing listings or computer file files containing the names and addresses of the record holders of shares of Class A Common Stock, each the Shares as of the most a recent practicable date, and (B) shall furnish to the Purchaser such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG the Parent or its agents the Purchaser may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferCompany's stockholders. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents Documents, Parent and any other documents necessary to consummate the Tender Offer, CIG shall, and Purchaser shall cause its agents to, hold in confidence the information contained in any such labels, listings and filesfilings, shall will use such information only in connection with the Tender Offer and, if the Tender Offer shall be this Agreement is terminated, shallwill, upon request, promptly the request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or under in the possession of its controlagents or representatives. (b) The Company hereby consents to the Offer and represents that the Board of Directors of the Company (at a meeting duly called and held at which a quorum was present) as part of its approval of this Agreement has (i) approved the making of the Offer, (ii) determined that each of the Offer and the Merger is fair to and in the best interests of the stockholders of the Company and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the stockholders of the Company (to the extent such approval and adoption is required by applicable law). Promptly after the commencement of the Offer, the Company shall file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and including all exhibits, the "Schedule 14D-9") with respect to the Offer which shall contain the recommendations of the Board of Directors in favor of the Offer, the Merger and the Agreement, except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval of the Offer, the Merger and this Agreement in accordance with Section 4.1(b).

Company Action. (a) The Company represents that shall promptly (and in any event within five (5) Business Days after the Board has date of this Agreement) cause its transfer agent to furnish Parent and Buyer with (i) determined that mailing labels containing the Tender Offer is fair to, names and in the best interests of, the addresses of its record holders of shares of Class A Common StockShares, (ii) authorized listings and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, each security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, as of the most recent practicable date, and (B) shall provide to Parent and Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Parent or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the requirements information requested is not received at least five (5) Business Days after the date of this Agreement, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article II, neither Parent nor Buyer shall have any obligation under this Agreement to deliver such information to such shareholders. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Parent and its Affiliates and Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, as promptly as practicable following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.3(e)(ii), shall reflect the Company Board Recommendation. Parent and Buyer shall furnish promptly to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the Exchange Act and other applicable Law, or as reasonably requested by the Company, to be set forth in the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it has become (or has become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and other applicable Law. Except to the extent any amendments relate to a Change of Board Recommendation or relate to a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, the Company shall give Parent, Buyer and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes to such document (and any amendments thereto) suggested thereto by Parent, Buyer and their counsel. Except to the extent any comments or communications relate to a Change of Board Recommendation or a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, the Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or under its controlstaff or other Governmental Bodies with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s responses to those comments and to provide comments on those responses (and the Company shall give due consideration to all reasonable additions, deletions or changes to such responses suggested by Parent, Buyer and their counsel), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Bodies to the extent such participation is not prohibited by the SEC or other Governmental Bodies. The parties hereto agree that, notwithstanding the notice provisions of this Agreement, communications with respect to the Schedule 14D-9, including communications related to any SEC comments, may be made on behalf of each party by email through their respective counsel.

Company Action. (a) The Company hereby consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held has (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany's shareholders, (ii) authorized approved and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization and approval having been made the Merger, in accordance with the DGCL, including, without limitation, Section 203 thereof) requirements of the Tennessee Law and (iii) resolved to recommend, subject to Section 3.01(c7.03(c), resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that X.X. Xxxxxxxx & Co. 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 Shares from a financial point of Class A Common Stock accept the Tender Offer view. The Company has been advised that all of its directors and its three top executive officers who own Shares intend either to tender their shares Shares pursuant to the Tender OfferOffer or to vote in favor of the Merger. The Company hereby consents to the inclusion in the Tender Offer Documents will promptly furnish Parent with a list of the recommendation of the Board described in this Section 3.02(a)its shareholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating 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 record 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, subject to Section 7.03(c), shall reflect the recommendations of the Company's Board of Directors referred to above. The Company, Parent and beneficial Merger Subsidiary 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 of Class A Common Stock Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 (and any amendments thereto) prior to its being filed with the SEC. The Company shall provide to 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 Tender Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, Schedule 14D-9 promptly deliver to the Company all copies after receipt of such information then in its possession comments or under its controlother communications.

Company Action. (a) The Company represents that shall to the Board has extent available to the Company, or shall cause its transfer agent and the Depositary Agent, as applicable, to promptly (and in any event within five (5) Business Days after the date of this Agreement) furnish Parent and Buyer with (i) determined that the Tender Offer is fair to, names and in the best interests of, the addresses of its direct registered record holders of shares of Class A Common StockOffer Securities, (ii) authorized listings and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file files containing the names and addresses of the all record holders of shares Offer Securities and lists of Class A Common Stocksecurities positions of Offer Securities held in stock depositories and (iii) copies of all lists of shareholders, each security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Offer Securities, as of the most recent practicable date, and (B) shall provide to Parent and Buyer such additional information, information (including updated lists of stockholders, mailing labels shareholders and lists of securities positions (which shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated)) and such other information and assistance as CIG Parent or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject In the event that the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the requirements information requested is not received at least ten (10) Business Days after the date of this Agreement, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this ARTICLE II, neither Parent nor Buyer shall have any obligation under this Agreement to deliver such information to such shareholders. Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Parent and its Affiliates and Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, files and shall use such information only in connection with the Tender Offer andTransactions and the Compulsory Redemption, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, as promptly as practicable following the filing of the Schedule TO, file with the SEC and disseminate to holders of the Offer Securities, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.3(e), shall reflect the Company Board Recommendation. Parent and Buyer shall furnish promptly to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the Exchange Act and other applicable Law, or as reasonably requested by the Company, to be set forth in the Schedule 14D-9. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it has become (or has become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Offer Securities, in each case to the extent required by applicable United States federal securities Laws and other applicable Law. Except to the extent any amendments relate to a Change of Board Recommendation or relate to a “stop, look and listen” communication as contemplated by Rule 14d-9(f) under the Exchange Act, the Company shall give Parent, Buyer and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable consideration to all reasonable additions, deletions or changes to such document (and any amendments thereto) suggested thereto by Parent, Buyer and their counsel. Except to the extent any comments or communications relate to a Change of Board Recommendation or a “stop, look and listen” communication as contemplated by Rule 14d-9(f) under the Exchange Act, the Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or under its controlstaff or other Governmental Bodies with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s responses to those comments and to provide comments on those responses (and the Company shall give reasonable consideration to all reasonable additions, deletions or changes to such responses suggested by Parent, Buyer and their counsel), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Bodies to the extent such participation is not prohibited by the SEC or other Governmental Bodies. The parties hereto agree that, notwithstanding the notice provisions of this Agreement, communications with respect to the Schedule 14D-9, including communications related to any SEC comments, may be made on behalf of each party by email through their respective counsel.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the its Board of Directors has (i) determined that each of the Tender Offer and Merger is fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany's stockholders, (ii) authorized and approved this Agreement, the other Transaction Agreements Merger and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with making of the DGCL, including, without limitation, Section 203 thereof) Offer and (iii) resolved to recommendrecommend acceptance of the Offer by the Company's stockholders and approval and adoption of this Agreement and authorization of the Merger by the stockholders of the Company; provided, subject to Section 3.01(c)however, that such recommendation may be withdrawn, modified or amended in accordance with Section 7.5(b). The Company represents that Morgxx Xxxnxxx & Xo. Incorporated ("Morgxx Xxxnxxx") xas delivered to the Company's Board of Directors its written opinion that as of the date hereof, based upon the factors considered by Morgxx Xxxnxxx xx connection with the transactions contemplated by this Agreement, the Price Per Share to be received by the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents , this Agreement and the Merger is fair, from a financial point of view, to such holders receiving the Price Per Share and that a copy of such opinion will be promptly delivered to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Acquiror. (b) In Promptly upon execution of this Agreement and in connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG Newco with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of shares of Class A Common Stock, each as of the most recent practicable date, and (B) cause Newco to be furnished with such additional information, including updated lists of stockholdersthe stockholders of the Company, mailing labels and lists of securities positions positions, each as of a recent date, and shall thereafter render such other information and assistance as CIG the Acquiror or its agents Newco may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferCompany's stockholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shall, the Acquiror and Newco and each of their respective affiliates and associates shall cause its agents to, hold in confidence the information contained in any of such labelslabels and lists, listings and files, shall will use such information only in connection with the Tender Offer and the Merger, and, if the Tender Offer shall be this Agreement is terminated, shall, upon request, will promptly deliver to the Company all copies of such information then in its possession or under its control.their

Company Action. (a) The Company hereby consents to the Offer and represents that the Company's Board of Directors (the "Board"), at a meeting duly called and held, has (i) unanimously determined that each of the Tender transactions contemplated hereby, including each of the Offer and the Merger (as defined in Section 2.1) is fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany and its stockholders, (ii) authorized and unanimously approved this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization and approval having been made in accordance with the DGCLMerger, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that recommend acceptance of the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant adoption and approval of this Agreement and the Merger by the Company's stockholders and (iv) taken all other actions necessary to render Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") inapplicable to the Tender OfferOffer and the Merger. The Company hereby consents to the inclusion in the Tender Offer Documents and related documents of the recommendation of the Board of Directors of the Company described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c1.2(a). (b) In connection with the Tender OfferThe Company will promptly, but in no event later than three (3) Business Days prior to two business days from the anticipated commencement date hereof, furnish Buyer with a list of the Tender Offerits stockholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, each as of the most recent practicable date, and (B) will provide to Buyer such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Merger or the Offer, CIG shall, and Buyer shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andMerger and the Offer, and if the Tender Offer this Agreement is terminated in accordance with Section 10.1, shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.1, the Company shall, after affording Colonnade and Buyer a reasonable opportunity to review and comment thereon, file with the Securities and Exchange Commission (the "SEC") a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which shall reflect the recommendations and actions of the Board referred to above, subject to the fiduciary duties of the Board under applicable law as advised by independent legal counsel (who may be the Company's regularly engaged legal counsel) and shall disseminate the Schedule 14D-9 to the stockholders of the Company. (d) Each of the Company, on the one hand, and Buyer and Colonnade, on the other hand, agree promptly to correct any information provided by either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or under its controlmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal securities law.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Offer. (b) In connection The Company shall, or shall cause its transfer agent to, as promptly as practicable, furnish the Investor with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the record holders of shares of Class A Common Stock, each Shares as of the most recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings, participant lists from the Depository Trust Company and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares (B) including a “non-objecting beneficial owners” list), and shall furnish to the Investor such additional information, information and assistance (including updated lists of stockholders, mailing labels security position listings and lists computer files regarding the beneficial owners of securities positions and such other information and assistance Shares) as CIG or its agents the Investor may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Law, The Investor and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, shall hold in confidence the information contained in any such labels, listings and filesfiles in accordance with the Confidentiality Agreement, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company shall return or destroy all copies and any extracts or summaries of such information then in its their possession or control; provided that the Investor and each of its agents may each retain one copy of any such information to the extent necessary to comply with Applicable Law. (c) On the Offer Commencement Date, as soon as practicable after the Schedule TO has been filed pursuant to Section 2.01(f), the Company shall (i) file with the SEC and (ii) to the extent required by applicable U.S. federal securities laws, disseminate to holders of Shares, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.04(b), shall include the Company Board Recommendation. The Company shall also include in the Schedule 14D-9 the fairness opinion of Xxxxxxx, Xxxxx & Co., financial advisor to the Company (the “Company Financial Advisor”), in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the Exchange Act, subject to any required consent from the Company Financial Advisor. The Company shall use its controlreasonable best efforts to ensure that the Schedule 14D-9, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. Each of the Company and the Investor agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable U.S. federal securities laws or the rules and regulations of NASDAQ. The Investor shall furnish to the Company the information relating to the Investor required by the Exchange Act to be set forth in the Schedule 14D-9. The Investor and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by the Investor and its counsel. The Company shall provide the Investor and its counsel with (i) any comments or other communications, 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 Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give the Investor the opportunity to participate with the Company or its counsel in any substantive discussions or meetings with the SEC.

Company Action. (a) The Company hereby consents to the Offer and represents that the Board Company Board, at a meeting duly called and held and acting on the unanimous recommendation of the Special Committee, has (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany’s stockholders (other than Parent and its Affiliates), (ii) authorized approved and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization the Merger, and approval having been made declared this Agreement advisable in accordance with the DGCL, including, without limitation, Section 203 thereofrequirements of the Delaware General Corporation Law (“Delaware Law”) and (iii) resolved to recommend, (subject to Section 3.01(c), that the holders 6.03) to recommend approval and adoption of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), Agreement and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)transactions contemplated hereby by the Company’s stockholders. (b) In connection with the Tender OfferThe Company shall, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offeror shall cause its transfer agent to, the Company shall as promptly as practicable furnish CIG Parent with (Ai) mailing labels, security position listings a list of shares of Class A Common Stock held in stock depositories its stockholders and any available listing or computer file disk and layout containing the names and addresses of the all record holders of shares of Class A Common StockShares, each (ii) a NOBO list and computer disk containing the stockholder information on the NOBO list as of the most recent practicable date, (iii) a current securities participant list from DTC and a copy in electronic form of any such list for all dates in the Company’s or its transfer agent’s possession since December 31, 2008, (iv) online access to the DTC system for Parent’s Information Agent for the Offer, MacKenzie Partners, Inc., to obtain on a daily basis going forward DTC participant lists in electronic form and (Bv) such additional information, information (including updated lists of stockholdersinformation on any Shares held in any employee plans, mailing labels and lists of securities positions transfer sheets address corrections) and such other information and assistance as CIG Parent or its agents Information Agent for the Offer may reasonably request in connection with communicating the Offer. (c) Substantially concurrently with the execution and delivery of this Agreement, the Company (i) shall file with the SEC and, to the record and beneficial extent required by applicable U.S. federal securities laws, disseminate to holders of shares Shares an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on February 23, 2009 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the recommendations of Class A Common Stock the Special Committee and the Company Board referred to above and (ii) shall join as a Rule 13E-3 filing person with Merger Subsidiary on the Schedule TO (and each amendment thereto). Each of the 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 such information shall have become false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and, in the case of the Schedule 14D-9, to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on each amendment to the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (iii) any comments or other communications, whether written or oral, that the Company, the Special Committee or their respective counsel may receive from time to time from the SEC or its staff with respect to the Tender Offer. Subject Schedule 14D-9 promptly after receipt of those comments or other communications and (iv) a reasonable opportunity to participate in the requirements of applicable LawCompany’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), and except for such steps as are necessary to disseminate including by participating with the Tender Offer Documents and any other documents necessary to consummate Company, the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained Special Committee or their counsel in any such labels, listings and files, shall use such information only in connection discussions or meetings with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its controlSEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Company's Board has 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 Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to the Company's shareholders and are advisable and in the best interests of, of the holders of shares of Class A Common StockCompany and its shareholders, (ii) authorized approved and approved adopted this AgreementAgreement and the transactions contemplated hereby, including the other Offer and the Merger, in accordance with the requirements of the PRGCL and has also taken such action as is necessary to render inapplicable to this Agreement and the Transaction Support Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) provisions of Article TENTH of the Company's Certificate of Incorporation and (iii) resolved to recommendrecommend acceptance of the Offer and, subject to Section 3.01(c)the extent required by applicable Law, approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that UBS Warburg, L.L.C. ("UBS WARBURG") has delivered to the Company's Board of Directors its oral opinion (to be promptly confirmed in writing) that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Class A Company Common Stock accept the Tender Offer and (other than Parent or any of its Affiliates) from a financial point of view. The Company 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 tender their his or her shares of Company Common Stock pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall will, or will cause its transfer agent to, promptly furnish CIG Parent with (A) a list of its shareholders, mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares of Class A Company Common StockStock 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 the most a recent practicable date, and (B) will provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable LawLaws, and and, except for such steps as are necessary to disseminate the Tender Schedule TO and the Offer Documents and any other documents necessary to consummate the Tender OfferOffer and the transactions contemplated by this Agreement, CIG shall, Parent and Purchaser shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly deliver to the Company destroy all copies of such information 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. (b) Not later than the first Business Day following execution of this Agreement and subject to the conditions of this Agreement, the Company shall issue the Joint Press Release with Parent and shall file with the SEC the Joint Press Release, under cover of Schedule 14D-9, indicating on the front of such Schedule 14D-9 that such filing contains pre-commencement communications. (c) 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 Common Stock, 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 in Section 2.2(a) above. The Company, Parent and Purchaser 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 of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and its possession counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company also agrees to provide Parent and its counsel in writing with any comments the Company or under its controlcounsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall consult with and provide Parent and its counsel a reasonable opportunity to review and comment on the response of the Company to such comments prior to responding.

Company Action. (a) The Company represents has been advised that the Board has (i) determined that the Tender Offer is fair to, all of its directors and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved executive officers who own Shares intend to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares Shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior Offer and subject to the anticipated commencement occurrence of the Tender Offeran Adverse Recommendation Change in accordance with Section 7.04(b)(ii), the Company shall, or shall instruct its transfer agent to, promptly furnish CIG Parent with (A) a list of its stockholders, mailing labels, security position listings of shares of Class A Common Stock held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer file files containing the names and addresses of the record or beneficial holders of shares of Class A Common Stockthe Shares, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shallthe Merger and the other transactions contemplated by this Agreement, Parent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company all copies of such information then in their possession. (b) Contemporaneous with the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the 1934 Act, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Schedule 14D-9 that, subject to its possession right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the 1934 Act (regardless of whether such item is applicable). The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of the 1934 Act and (ii) 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; provided, however, no covenant is made by the Company with respect to information supplied by Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 (including any such information included in the Information Statement). The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement), if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by Applicable Law. The Company shall 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 to the extent required by Applicable Law (including the 1934 Act). Prior to an Adverse Recommendation Change in accordance with Section 7.04(b)(ii), Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due consideration to any reasonable comments made by Parent, Merger Subsidiary and their counsel. Prior to an Adverse Recommendation Change in accordance with Section 7.04(b)(ii), the Company shall provide Parent, Merger Subsidiary and their counsel with (i) copies of any written comments or other communications, and shall inform them of any oral communications that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which due consideration shall be given to reasonable comments), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) The Company shall as promptly as reasonably practicable furnish to Parent and Merger Subsidiary all information concerning the Company that may be required by Applicable Law or reasonably requested by Parent or Merger Subsidiary for inclusion in the Schedule TO and Offer Documents.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse cause its transfer agent promptly to CIGfurnish Buyer with a list of Company's shareholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing listings or computer file files containing the names and addresses of the all record holders of shares of Class A Company Common Stock, each as Stock and lists of the most recent practicable date, and (B) securities positions of shares of Company Common Stock held in stock depositories. Company shall also provide to Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions), and such other information and assistance assistance, as CIG Buyer or its agents may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender transactions contemplated hereby, including the Offer, CIG shallthe Merger, the Related Option and the purchase of shares of Company Common Stock contemplated by the Offer (collectively, the "TRANSACTIONS"), Buyer and its Affiliates and agents shall cause its agents to, (i) hold in confidence the information contained in any such lists, labels, listings and or files, shall (ii) use such information only in connection with the Tender Offer andand the Merger, and (iii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company all copies of of, and any extracts or summaries from, such information then in its their possession or under its control. (b) As soon as reasonably practicable on the date of commencement of the Offer, Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, 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 Company Board Approval. Company and Buyer each agree 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 to supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. Buyer and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. Company agrees to provide to Buyer and its counsel any comments or other communications that Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. Buyer and Company each agree to provide promptly such information necessary for the preparation of the exhibits and schedules to the Schedule 14D-9 and the Offer Documents which the party responsible therefor shall reasonably request.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair shall, or shall cause its transfer agent to, furnish Parent and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance Merger Sub promptly with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents a list of the recommendation of the Board described in this Section 3.02(a)Company Stockholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stock, each securities positions of Shares held in stock depositories as of the most recent practicable datedate (and in any event the Company shall so direct its transfer agent to furnish such materials to Parent and Merger Sub within two Business Days following the date of this Agreement), and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and labels, lists of securities positions and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence the information contained in any such labels, listings listings, files and filesother information, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly deliver to the Company or destroy all copies of such information then in their possession in accordance with the Confidentiality Agreement. (b) On the Offer Commencement Date, the Company shall file with the SEC and disseminate to the Company Stockholders, in each case as and to the extent required by applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 8.6(e), describe and make the recommendations of the Company Board that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9, if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall take all steps reasonably necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law. The Company shall include the opinion referred to in Section 5.24 in the Schedule 14D-9. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. The Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or under its controlstaff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which the Company shall give reasonable and good faith consideration), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company represents that shall use its reasonable best efforts to cause Xxxxxxx, Sachs & Co. (the "COMPANY FINANCIAL ADVISER") to permit the inclusion of the fairness opinion referred to in Section 3.17 (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12 and a reference to such opinion in the Offer Documents. Except to the extent otherwise required by the fiduciary duties of the Board has (i) determined that of Directors of the Tender Offer is fair to, and in the best interests ofCompany under applicable law, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation recommendations of the Company's Board of Directors described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)3.4. (b) The Company shall file with the SEC, contemporaneously with the commencement of the Offer pursuant to 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 shareholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with 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 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 of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall promptly furnish CIG Purchaser with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories listings, any non-objecting beneficial owner lists and any available listing listings or computer file files containing the names and addresses of the record holders of shares of Class A Company Common Stock, each as of the most a recent practicable date, and (B) shall promptly furnish Purchaser with such additional information, information (including but not limited to updated lists of stockholdersshareholders, mailing labels labels, security position listings and lists of securities positions non-objecting beneficial owner lists) and such other information and assistance as CIG Parent, Purchaser or its their agents may reasonably request require in connection with communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary appropriate to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Purchaser and their affiliates, associates, agents and advisors shall cause its agents to, hold in confidence use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in its possession or under its controltheir possession.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in Offer and represents that its Board of Directors, at a meeting duly called and held on June 7, 1999, and acting on the Tender Offer Documents of the unanimous recommendation of the Board described Independent Committee, has, with two abstentions, (i) unanimously determined that the terms and conditions of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in this Section 3.02(athe best interest of the holders of Shares (other than Parent and its affiliates), and that the Merger Consideration is fair to the holders of Shares (other than Parent and its affiliates), (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and declared their advisability and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company shall not withdraw or modify such recommendation in any manner adverse further represents that Bear Xxxxxxx & Co. Inc., the Independent Committee's independent financial advisor, has delivered to CIG, except as provided in Section 3.01(c)the Independent Committee its written opinion that the Merger Consideration and the Merger is fair to the holders of Shares (other than Parent and its affiliates) from a financial point of view. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall will promptly furnish CIG Parent with (A) mailing labels, security position listings labels addressed to the record holders of shares of Class A Common Stock held in stock depositories the Shares and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating disseminating the Offer Documents to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Law, and except Except for such steps as are reasonably necessary to disseminate the Tender Offer Documents and any other documents as are reasonably necessary to consummate in connection with the Tender OfferOffer and the other transactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence the information contained in any of such labelslists, listings labels and files, shall files and the additional information referred to in the preceding sentence; will use such information only in connection with the Tender Offer and the Merger; and, if the Tender Offer shall be this Agreement is terminated, shallwill, upon request, promptly deliver to the Company all copies tangible embodiments of such information information, including but not limited to tangible embodiments in written form or on machine-readable media, and any copies or extracts therefrom then in its possession possession; PROVIDED that it is expressly understood that this sentence shall not limit any rights that Parent or its affiliates may have under applicable law to obtain and use a list of stockholders of the Company or any other information pertaining to the Company. (c) As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC a Solicitation/Recommendation Statement pursuant to Rule 14d-9 under the 1934 Act on Schedule 14D-9 ("SCHEDULE 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Parent each agrees promptly to correct any information provided by it for use in Schedule 14D-9 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 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 controlcounsel shall be given a reasonable opportunity to review and comment on Schedule 14D-9 prior to its being filed with the SEC. The Company will furnish to Parent and Merger Sub a copy of any comments that the Company may receive from the SEC with respect to Schedule 14D-9 promptly after receipt thereof.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors (the "Board of Directors"), at a meeting duly called and held, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.1(a) of this Agreement), are in the Tender best interests of the Company, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) directed that this Agreement and the Merger, if required, be submitted to a vote of the shareholders of the Company at a special meeting of the shareholders and (iv) recommended that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the consummation of the Merger, if shareholder approval of the Agreement is required by applicable law in order to consummate the Merger. Berwind Financial, L.P. (the "Financial Advisor") has delivered to the Board of Directors its written opinion, to the effect that the consideration to be received by the holders of the 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 has been authorized by the Financial Advisor to permit, subject to 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 of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except Schedule 14D-9 (as provided defined in Section 3.01(c1.2(b) of this Agreement). (b) In connection with the Tender Offer. The Company has been advised that all of its directors and executive officers intend, no later than three (3) Business Days prior to the anticipated commencement extent of their ownership of Shares, to tender their Shares pursuant to the Tender Offer, the . The Company shall will promptly furnish CIG Parent with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing a list or computer file containing the names and addresses of the record holders of shares the Shares, mailing labels containing the names and addresses of Class A Common Stockall 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 (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request from time to time in connection with the Offer and the Merger (including but not limited to communicating the Offer and the Merger to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares). Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer or the Merger, CIG shallParent, EGS, Merger Subsidiary and their agents and advisors shall cause its agents to, hold in confidence use the information contained in any such labels, labels and listings and files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated pursuant to Article X hereof, shall, upon request, promptly shall deliver to the Company all copies of such information and extracts therefrom then in its their possession or under its their control. (b) On or prior to the date that the Offer is commenced, the Company will file with the SEC and disseminate to holders of the Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9") which shall contain the recommendations of the Board of Directors referred to in Section 1.2(a) of this Agreement; provided, however, the Company may modify, withdraw or change its recommendation, but only to the extent the Company complies with Section 6.4 hereof. The Schedule 14D-9 will comply in all material respects with all applicable federal securities laws and any other applicable laws. Each of the Company, Parent, EGS and Merger Subsidiary agrees to promptly 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 will 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 and any other applicable laws. Parent, EGS, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company will provide Parent, EGS and Merger Subsidiary and their counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments.

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferSigning Transactions. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). event within five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Buyer with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Buyer may reasonably request in connection with communicating the Offer. In the event that the Company is prohibited from providing such information, (A) it shall request permission from the applicable shareholders to provide such information to Buyer or (B) if the information requested is not received at least five (5) Business Days prior to the record and beneficial holders Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer to such shareholders of shares of Class A Common Stock the Company in connection with respect the Offer, and, notwithstanding this Article 2, Buyer shall not have any obligation to the Tender Offerdeliver such information to such shareholders under this Agreement. Subject to the requirements of Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, , (i) Buyer and its Affiliates and Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Buyer shall deliver to the Company and shall use its reasonable best efforts to cause its Affiliates and Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, concurrently with the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.03(d), shall reflect the Company Recommendation. Buyer shall promptly furnish to the Company all information concerning Buyer or any of its possession applicable Affiliates required by the 1934 Act to be set forth in the Schedule 14D-9. Each of the Company and Buyer agrees promptly to correct any information provided by it for inclusion or under incorporation by reference in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and any other applicable Law. Buyer and its controlcounsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall include in such document (and any amendments thereto) all comments reasonably proposed by Buyer and its counsel. The Company shall provide Buyer and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (which response shall include all comments reasonably proposed by Buyer and its counsel), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities.

Company Action. (a) The Company hereby approves and consents to the Offer, the Merger and the other transactions contemplated by the Transaction Agreements (collectively, the "Transactions") and represents that the Board has (i) the Company's Board ------------ of Directors (the "Board") has (w) at a meeting duly called and held or by way ----- of unanimous written consent in accordance with the Bylaws of the Company unanimously approved and adopted this Agreement and the Transactions, including the Offer and the Merger (as defined in Section 2.01), (x) resolved to ------------ recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by the Company's stockholders, (y) unanimously determined that each of this Agreement, the Tender Offer is and the Merger are fair to, to and in the best interests of, of the holders stockholders of shares the Company and (z) taken all action necessary to render the limitations on business combinations contained in Parts 2 and 3 of Class A Common Stock, (ii) authorized Article 11 of the Georgia Code and approved in the Bylaws of the Company inapplicable to this Agreement, Agreement and the other Transaction Agreements Stockholders Agreement and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCLthereby, including, without limitation, Section 203 thereof) and (iiiii) resolved to recommendCoView Capital, subject to Section 3.01(cInc. ("CoView Capital"), as -------------- financial advisor to the Company and the Board, delivered to the Board a written opinion that the holders of shares of Class A Common Stock accept per Share consideration to be received by the Tender Offer and tender their shares Company's stockholders pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify Merger is fair to such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)stockholders from a financial point of view. (b) In connection The Company will promptly furnish Buyer with the Tender Offera list of its stockholders, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, each as of the most recent practicable date, and (B) will provide to Buyer such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Buyer or its agents may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Merger or the Offer, CIG shall, and Buyer shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andMerger and the Offer, and if the Tender Offer shall be terminatedthis Agreement is terminated in accordance with Section 10.01, shall, upon request, promptly deliver to the Company all copies of such ------------- information then in its possession possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Tender Offer ------------ Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9") which ----- shall (i) comply in all material respects with the provisions of all applicable federal securities laws, (ii) contain the opinion letter of CoView Capital referred to in Section 1.02(a) and (iii) reflect the recommendations and actions --------------- of the Board referred to above, and shall mail the 14D-9 to the holders of the Shares. Each of the Company, on the one hand, and Buyer and Merger Subsidiary, on the other hand, agree promptly to correct any information provided by either of them for use in the 14D-9 if and to the extent that it shall have become false or under its controlmisleading in any material respect, and the Company further agrees to take all steps necessary to cause the 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable laws. Buyer, Merger Subsidiary and their counsel shall be given an opportunity to review the 14D-9 and any amendments thereto prior to filing thereof with the SEC.

Company Action. (a) The Company hereby represents that and warrants to Parent and Merger Sub that, the Company Board (at a meeting duly called and held) has unanimously (i) determined that each of this Agreement, the Tender Offer and the Merger is fair to, and in the best interests of, the Company and the holders of shares of Class A Company Common Stock, ; (ii) authorized and approved this Agreement, the other Transaction Agreements Offer, the Merger and the Shareholder Agreement, and the transactions contemplated hereby and thereby (such authorization and approval having been made hereby, in accordance with the DGCL, including, without limitation, Section 203 thereof) provisions FBCA; and (iii) resolved to recommendrecommended the acceptance of the Offer, subject to Section 3.01(c), that the holders tender of shares of Class A the Company Common Stock accept in the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to approval and adoption of this Agreement and the inclusion in Merger by the Tender Offer Documents shareholders of the recommendation Company. Such approval by the Company Board constitutes approval of this Agreement, the Offer, the Merger and the Shareholder Agreement for purposes of Sections 607.0901 and 607.0902 of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)FBCA. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall shall, not later than two (2) Business Days after the date of this Agreement, furnish CIG Merger Sub with such information (A) mailing labels, security position listings including a list of shares the record holders of Class A the Company Common Stock held in stock depositories and any available listing or computer file their addresses, as well as mailing labels containing the names and addresses of the all record holders of shares of Class A Company Common Stock, lists of non-objecting beneficial owners of Company Common Stock and lists of security positions of Company Common Stock held in stock depositories, in each case as of the most recent practicable date), and (B) shall thereafter render such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG Parent, Merger Sub or its their agents may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Law, law and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer and the Merger, CIG shall, Parent and Merger Sub shall cause its agents to, (i) hold in confidence the information contained in any of such labels, listings labels and files, shall lists; (ii) use such information only in connection with the Tender Offer and, and the Merger; and (iii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company or destroy all copies of such information then in its possession or under its controltheir possession.

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferSigning Transactions. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). event within five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent and Buyer with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent and Buyer such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Parent or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of Except as required by applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shall, (i) Parent and its Affiliates and their respective Representatives shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andTransactions, and (ii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly Parent and Buyer shall deliver to the Company and shall use their reasonable best efforts to cause their Affiliates and such Representatives to deliver to the Company all copies of and any extracts or summaries from such information then in their possession. (b) On the Offer Commencement Date, the Company shall, concurrently with the filing of the Schedule TO and the Registration Statement, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto and including exhibits thereto, the “Schedule 14D-9”) that, subject to Section 5.03(d), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the 1934 Act and applicable Law, or as reasonably requested by the Company, to be set forth in the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities Laws and any other applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall include in such document (and any amendments thereto) all comments proposed by Xxxxxx, Buyer and their counsel and reasonably acceptable to the Company. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its possession counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (and the Company shall include all comments proposed by Parent, Buyer and their counsel and reasonably acceptable to the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities. In the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9, the Company shall use its reasonable best efforts to respond as promptly as practicable to such comments and to consult with Parent and Buyer with respect to such response. The rights of Xxxxxx and Buyer and their respective Affiliates and Representatives under its controlthis Section 2.02(b) shall terminate only with respect to any matter reflecting the Table of Contents Company Recommendation at such time as the Company Board makes a Company Adverse Recommendation Change in connection with a Superior Proposal or Company Intervening Event.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company's stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (such approval being sufficient to render Section 203 of Delaware Law, Articles V and VI of the Company's Certificate of Incorporation and the Rights Agreement inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders, provided that, subject to and in accordance with the provisions of Section 7.04(c), the Board of Directors of the Company may withdraw, modify or amend such recommendation and (iv) amended the Rights Agreement as described in this Section 3.02(a), 5.17 hereof. The Company further represents that J.P. Xxxxxx Xxxurities Inc. has delivered to the Company's Board of Directors its opinion that the consideration to be received in the Offer and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior Merger is fair to the anticipated commencement holders of the Tender OfferShares from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent and Merger Subsidiary and each of their Affiliates, associates, employees, agents and advisors shall cause its agents to, hold in confidence the information contained in any such lists, labels, listings and or files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated and if the Company so requests, shallshall deliver, upon requestand shall use their reasonable efforts to cause their Affiliates, promptly deliver associates, employees, agents and advisors to deliver, to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) Simultaneously with the filing by Merger Subsidiary of the Schedule 14D-1 or as promptly thereafter as practicable, 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, subject to the provisions of Section 7.04(c), 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 an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall provide Parent and its counsel with any comments or other communications, 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 Schedule 14D-9 promptly after receipt of such comments or other communications.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall -------------- cause its transfer agent to furnish CIG the Purchaser with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing listings or computer file files containing the names and addresses of the record holders of shares of Class A Common Stock, each the Shares as of the most a recent practicable date, and (B) shall furnish to the Purchaser such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG Parent or its agents the Purchaser may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferCompany's stockholders. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents Documents, Parent and any other documents necessary to consummate the Tender Offer, CIG shall, and Purchaser shall cause its agents to, hold in confidence the information contained in any such labels, listings and filesfilings, shall will use such information only in connection with the Tender Offer and, if the Tender Offer shall be this Agreement is terminated, shallwill, upon request, promptly the request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or under in the possession of its controlagents or representatives. (b) The Company hereby consents to the Offer and represents that the Board of Directors of the Company (at a meeting duly called and held at which a quorum was present) as part of its approval of this Agreement has unanimously (i) approved the Offer, the Merger and the transactions contemplated by this - Agreement, (ii) determined that each of the Offer and the Merger is advisable -- and is fair to and in the best interests of the stockholders of the Company and (iii) resolved to recommend acceptance of the Offer and approval and adoption of --- this Agreement by the stockholders of the Company (to the extent such approval and adoption is required by applicable law). As soon as practicable on the day that the Offer is commenced the Company will file with the SEC the Schedule 14D- 9 (together with any amendments or supplements thereto, and including all exhibits, the "Schedule 14D-9") which, subject to Section 5.2, 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 an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC.

Company Action. (a) The Company hereby represents that and warrants to Parent and Acquisition that, the Company Board (at a meeting duly called and held) has unanimously (i) determined that each of this Agreement, the Tender Offer and the Merger is fair to, and in the best interests of, the Company and the holders of shares of Class A Company Common Stock, ; (ii) authorized and approved this Agreement, the other Transaction Agreements Offer, the Merger and the Shareholders Agreement, and the transactions contemplated hereby and thereby (such authorization and approval having been made hereby, in accordance with the DGCL, including, without limitation, Section 203 thereof) provisions of the FBCA; and (iii) resolved to recommendrecommended the acceptance of the Offer, subject to Section 3.01(c), that the holders tender of shares of Class A the Company Common Stock accept in the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to approval and adoption of this Agreement and the inclusion in Merger by the Tender Offer Documents shareholders of the recommendation Company. Such approval by the Company Board constitutes adoption and approval of this Agreement, the Offer, the Merger and the Shareholders Agreement for purposes of Sections 607.0901 and 607.0902 of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)FBCA. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall shall, not later than two Business Days after the date of this Agreement, cause its transfer agent to furnish CIG Acquisition promptly with such information (A) mailing labelsincluding, security position listings to the extent the Company possesses or controls such information, a list of shares the record holders of Class A the Company Common Stock held in stock depositories and any available listing or computer file their addresses, as well as mailing labels containing the names and addresses of the all record holders of shares of Class A Company Common Stock, lists of non-objecting beneficial owners of Company Common Stock and lists of security positions of Company Common Stock held in stock depositories, in each case as of the most recent practicable date), and (B) shall thereafter render such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as CIG Parent, Acquisition or its their agents may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Law, law and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer and the Merger, CIG shall, Parent and Acquisition shall cause its agents to, (i) hold in confidence the information contained in any of such labels, listings labels and files, shall lists; (ii) use such information only in connection with the Tender Offer and, and the Merger; and (iii) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company or destroy all copies of such information then in its possession or under its controltheir possession.

Company Action. (a) The Company hereby approves of and consents to the making of the Offer and represents that the Board of Directors of the Company, at a meeting duly called and held on August 8, 2002, at which a majority of the Directors was present, has unanimously (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Merger and the Offer is are fair to, and in the best interests of, the holders of shares of Class A Common StockCompany and its stockholders, (ii) duly authorized and approved this Agreement, Agreement and approved the Merger and the other Transaction Agreements transactions contemplated hereby (including but not limited to the Offer), and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Company Common Stock pursuant to the Offer and, to the extent required by applicable law, authorize, approve and adopt this Agreement and the transactions contemplated hereby and thereby hereby, including the Merger (such authorization and approval having been made in accordance with the DGCL"Company Tender Recommendation"). Subject to the terms of this Agreement, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c5.4(b), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents prepared in connection with the Offer of the recommendation of the Board of Directors of the Company described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)preceding sentence. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall promptly furnish CIG the Purchaser with such information (A) including a list of the record holders of the Company Common Stock and their addresses, as well as mailing labelslabels containing the names and addresses of all record holders of Company Common Stock, any non-objecting beneficial owner lists and lists of security position listings positions in written and electronic form of shares of Class A Company Common Stock held in stock depositories and any available listing in the Company's possession or computer file containing the names and addresses of the record holders of shares of Class A Common Stockcontrol, in each case as of the most a recent practicable date), and shall thereafter render such assistance as Parent, the Purchaser or their agents may reasonably request (B) such additional information, including updated lists of stockholders, mailing labels non-objecting beneficial owner lists and lists of securities positions security position listings, in written and such other information and assistance as CIG or its agents may reasonably request electronic form) in connection with communicating the Offer to the record and beneficial holders of shares of Class A the Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Law, law and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer and the Merger, CIG shall, Parent and the Purchaser shall cause its agents to, (a) hold in confidence the information contained in any of such labelslabels and lists, listings and files, shall (b) use such information only in connection with the Tender Offer and, and the Merger and (c) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company or destroy all copies of such information then in its their possession or under its controland shall certify to the Company that it has done so.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held has unanimously (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, and in the best interests of, the holders of shares of Class A Common StockCompany's shareholders, (ii) authorized and approved adopted this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization and approval having been made the Merger, in accordance with the DGCLrequirements of the Pennsylvania Business Corporation Law of 1988, including, without limitation, Section 203 thereofas amended ("Pennsylvania Law") and (iii) resolved to recommend, (subject to Section 3.01(c6.03(b), ) to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that Xxxxx & Co. (the "Company Financial Advisor") 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 of Class A Common Company Stock accept from a financial point of view. The Company has been advised by each of its directors and by each executive officer who as of the Tender Offer and date hereof is actually aware (to the knowledge of the Company) of the transactions contemplated by this Agreement that each such person intends to tender their shares pursuant to the Tender OfferOffer all shares of Company Stock owned by such person. The Company hereby consents to the inclusion in the Tender Offer Documents will promptly furnish Parent with a list of the recommendation of the Board described in this Section 3.02(a)its shareholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares of Class A Common StockCompany Stock and lists of securities positions of shares of Company Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Parent or its agents may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer or the Merger, CIG shallParent and Merger Subsidiary and each of their affiliates, agents and advisors shall cause its agents to, hold in confidence the information contained in any such lists, labels, listings and or files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated and if the Company so requests, shallshall deliver, upon requestand shall use their reasonable efforts to cause their affiliates, promptly deliver agents and advisors to deliver, to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) As soon as practicable after the time that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Stock, 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 of Company Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC or dissemination to holders of shares of Company Stock.

Company Action. (a) The Company hereby consents to the Offer and represents that the Board has (i) the Company's Board of Directors (the "Board") has (x) at a meeting duly called and held unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), (y) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by the Company's stockholders and (z) unanimously determined that each of this Agreement, the Tender Offer is and the Merger are fair to, to and in the best interests ofof the stockholders of the Company, the holders of shares of Class A Common Stock, and (ii) authorized and approved this AgreementXxxxxxxxx, the other Transaction Agreements and the transactions contemplated hereby and thereby Xxxxxx & Xxxxxxxx Securities Corporation (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof"DLJ") and Xxxxxx X. Xxxxx & Co. Incorporated (iii"Baird") resolved have each delivered to recommend, subject to Section 3.01(c), the Board their respective opinion that the holders of shares of Class A Common Stock accept per Share consideration to be received by the Tender Offer and tender their shares Company's stockholders pursuant to the Tender OfferOffer and the Merger is fair to such stockholders from a financial point of view. The Company hereby consents to the inclusion in Buyer's and Merger Subsidiary's offering documents relating to the Tender Offer Documents of the recommendation of the Board described recommendations referred to in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)1.02. (b) In connection The Company will promptly furnish Buyer with the Tender Offera list of its stockholders, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, each as of the most recent practicable date, and (B) will provide to Buyer such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Merger or the Offer, CIG shall, and Buyer shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andMerger and the Offer, and if the Tender Offer this Agreement is terminated in accordance with Section 10.01, shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9") which shall reflect the recommendations and actions of the Board referred to above, subject to the fiduciary duties of the Board under applicable law as advised by independent legal counsel (who may be the Company's regularly engaged legal counsel). Each of the Company, on the one hand, and Buyer and Merger Subsidiary, on the other hand, agree promptly to correct any information provided by either of them for use in the 14D-9 if and to the extent that it shall have become false or under its controlmisleading in any material respect, and the Company further agrees to take all steps necessary to cause the 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable laws. Buyer, Merger Subsidiary and their counsel shall be given an opportunity to review the 14D-9 and any amendments thereto prior to filing thereof with the SEC.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to Section 7.3(c), the inclusion in the Tender Offer Documents of the recommendation of the Company Board described Recommendation, as it may be amended, modified or withdrawn in accordance with this Section 3.02(a)Agreement. The Company, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement date of this Agreement, has furnished Parent and Merger Sub with a list of its stockholders available to it, as of the Tender Offercurrent Stockholder List Date. Following the date of this Agreement, (i) if the Stockholder List Date shall be different than the date on the stockholder list made available to the Company, the Company shall furnish CIG Parent and Merger Sub with an updated list of its stockholders available to it, as of such new Stockholder List Date, and (Aii) mailing labelsthe Company shall use commercially reasonable efforts to promptly provide to Parent such additional information (including updated lists of stockholders and listings or filings of security positions) and such other assistance as Parent, Merger Sub, or their respective Representatives may reasonably request in connection with the Offer, including to the extent in the Company’s possession or reasonably available to and attainable to the Company, using commercially reasonable efforts to promptly provide security position listings of shares of Class A Common Stock held in stock depositories listings, nonobjecting beneficial owner lists and any other available listing or computer file containing the names and addresses of the all record holders or beneficial owners of shares of Class A Common Stock, each as of the most recent practicable date, and (B) such additional information, including updated lists of stockholders, mailing labels Shares and lists of securities positions and such other information and assistance of Shares held in stock depositories, in each case, as CIG or its agents may reasonably request in connection with communicating to of the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferStockholder List Date. Subject to the requirements of applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender Offertransactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such labelslists, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly deliver shall return to the Company or destroy (at Parent and Merger Sub’s sole option) all copies of such information then in its their possession or control, in each case, in accordance with the Confidentiality Agreement. (b) The Company shall (x) substantially concurrently with the filing of the Offer Documents on the Offer Commencement Date, file with the SEC the Schedule 14D-9 that, subject to the right of the Company Board to effect a Company Board Recommendation Change pursuant to Section 7.3(c), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL and (y) promptly following the Offer Commencement Date, disseminate or cause to be mailed to holders of Shares the Schedule 14D-9, in each case of clauses (x) and (y), as and to the extent required by applicable federal securities Laws or any other applicable Law. The Schedule 14D-9 shall also include the notice of appraisal required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion of the Company’s financial advisor referenced in Section 5.3(c). The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and all other applicable Laws. Each of the Company, Merger Sub and Parent agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law or to correct any material omission therefrom; provided, however, that no covenant is made by the Company with respect to such information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. The Company shall use reasonable best efforts 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, to the extent required by applicable federal securities laws or the rules and regulations of Nasdaq, in each case, as soon as reasonably practicable. Except with respect to any amendments filed after a Company Board Recommendation Change Parent or in connection with any disclosures made in compliance with Section 7.3, Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable), and the Company shall give reasonable and good faith consideration to any comments made by Xxxxxx, Xxxxxx Sub and their counsel. Except with respect to any amendments filed after a Company Board Recommendation Change or in connection with any disclosures made in compliance with Section 7.3, the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments to the Company on that response as soon as reasonably practicable (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond promptly to any comments of the SEC or its Staff with respect to the Schedule 14D-9. In addition, in connection with the Offer, the Company shall cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Employee Plan, and to permit such holders of Shares to tender such Shares in the Offer, to the extent permitted by applicable Law and the applicable Employee Plan. (c) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub pursuant to Section 2.1(e) effective immediately after the Acceptance Time.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to Section 7.3(c), the inclusion in the Tender Offer Documents of the recommendation of Company Board Recommendation, as it may be amended, modified or withdrawn in accordance with this Agreement. As promptly as practicable after the Board described date hereof (but in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). no event more than five (b) In connection with the Tender Offer, no later than three (35) Business Days prior to after the anticipated commencement date of the Tender Offerthis Agreement), the Company shall furnish CIG Parent and Merger Sub with a list of its stockholders available to it as well as, to the extent in the Company’s possession or reasonably available to and attainable to the Company in such five (A5) mailing labelsBusiness Day period, security position listings of shares of Class A Common Stock held in stock depositories listings, nonobjecting beneficial owner lists and any other available listing or computer file containing the names and addresses of the all record holders or beneficial owners of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case, as of the most recent practicable datedate (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and (B) shall use reasonable best efforts to promptly provide to Parent such additional information, information (including updated lists of stockholders, mailing labels stockholders and lists listings or filings of securities positions positions) and such other information and assistance as CIG Parent, Merger Sub, or its agents their respective Representatives may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender Offertransactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such labelslists, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly deliver shall return to the Company or destroy (at Parent and Merger Sub’s sole option) all copies of such information then in its their possession or control, in each case, in accordance with the Confidentiality Agreement. (b) The Company shall (x) substantially concurrently with the filing of the Offer Documents on the Offer Commencement Date, file with the SEC the Schedule 14D-9 that, subject to the right of the Company Board to effect a Company Board Recommendation Change pursuant to Section 7.3(c), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL and (y) promptly following the Offer Commencement Date, disseminate or cause to be mailed to holders of Shares the Schedule 14D-9, in each case of clauses (x) and (y), as and to the extent required by applicable federal securities Laws or any other applicable Law. The Schedule 14D-9 shall also include the notice of appraisal required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion of the Company’s financial advisor referenced in Section 5.3(c). The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and all other applicable Laws. Each of the Company, Merger Sub and Parent agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law or to correct any material omission therefrom; provided, however, that no covenant is made by the Company with respect to such information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. The Company shall use reasonable best efforts 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, to the extent required by applicable federal securities laws or the rules and regulations of Nasdaq, in each case, as soon as reasonably practicable. Except with respect to any amendments filed after a Company Board Recommendation Change Parent or in connection with any disclosures made in compliance with Section 7.3, Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable), and the Company shall give reasonable and good faith consideration to any comments made by Xxxxxx, Xxxxxx Sub and their counsel. Except with respect to any amendments filed after a Company Board Recommendation Change or in connection with any disclosures made in compliance with Section 7.3, the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments to the Company on that response as soon as reasonably practicable (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond promptly to any comments of the SEC or its Staff with respect to the Schedule 14D-9. In addition, in connection with the Offer, the Company shall cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Employee Plan, and to permit such holders of Shares to tender such Shares in the Offer, to the extent permitted by applicable Law and the applicable Employee Plan. (c) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub pursuant to Section 2.1(e) effective immediately after the Acceptance Time.

Company Action. (a) The Company represents has been advised that the Board has (i) determined that the Tender Offer is fair to, all of its directors and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved executive officers who own Shares intend to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares Shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior Offer and subject to the anticipated commencement occurrence of the Tender Offeran Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), the Company shall, or shall instruct its transfer agent to, promptly furnish CIG Parent with (A) a list of its stockholders, mailing labels, security position listings of shares of Class A Common Stock held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer file files containing the names and addresses of the record or beneficial holders of shares of Class A Common Stockthe Shares, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shallthe Merger and the other transactions contemplated by this Agreement, Parent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company all copies of such information then in their possession. (b) Contemporaneous with the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the 1934 Act, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Schedule 14D-9 that, subject to its possession right to withdraw, modify or amend such recommendation pursuant to ‎Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the 1934 Act (regardless of whether such item is applicable). The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of the 1934 Act and (ii) 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; provided, however, no covenant is made by the Company with respect to information supplied by Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 (including any such information included in the Information Statement). The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement), if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by Applicable Law. The Company shall 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 to the extent required by Applicable Law (including the 1934 Act). Prior to an Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give due consideration to any reasonable comments made by Parent, Merger Subsidiary and their counsel. Prior to an Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), the Company shall provide Parent, Merger Subsidiary and their counsel with (i) copies of any written comments or other communications, and shall inform them of any oral communications that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which due consideration shall be given to reasonable comments), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) The Company shall as promptly as reasonably practicable furnish to Parent and Merger Subsidiary all information concerning the Company that may be required by Applicable Law or reasonably requested by Parent or Merger Subsidiary for inclusion in the Schedule TO and Offer Documents.

Company Action. (a) The Company hereby approves and consents to the Offer, the Merger and the other transactions contemplated by the Transaction Agreements (collectively, the "Transactions") and represents that the Board has (i) the Company's Board of Directors (the "Board") has (w) at a meeting duly called and held or by way of unanimous written consent in accordance with the Bylaws of the Company unanimously approved and adopted this Agreement and the Transactions, including the Offer and the Merger (as defined in Section 2.01), (x) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by the Company's stockholders, (y) unanimously determined that each of this Agreement, the Tender Offer is and the Merger are fair to, to and in the best interests of, of the holders stockholders of shares the Company and (z) taken all action necessary to render the limitations on business combinations contained in Parts 2 and 3 of Class A Common Stock, (ii) authorized Article 11 of the Georgia Code and approved in the Bylaws of the Company inapplicable to this Agreement, Agreement and the other Transaction Agreements Stockholders Agreement and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCLthereby, including, without limitation, Section 203 thereof) and (iiiii) resolved to recommendCoView Capital, subject to Section 3.01(cInc. ("CoView Capital"), as financial advisor to the Company and the Board, delivered to the Board a written opinion that the holders of shares of Class A Common Stock accept per Share consideration to be received by the Tender Offer and tender their shares Company's stockholders pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify Merger is fair to such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)stockholders from a financial point of view. (b) In connection The Company will promptly furnish Buyer with the Tender Offera list of its stockholders, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, each as of the most recent practicable date, and (B) will provide to Buyer such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG Buyer or its agents may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Merger or the Offer, CIG shall, and Buyer shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer andMerger and the Offer, and if the Tender Offer shall be terminatedthis Agreement is terminated in accordance with Section 10.01, shall, upon request, promptly deliver to the Company all copies of such information then in its possession possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9") which shall (i) comply in all material respects with the provisions of all applicable federal securities laws, (ii) contain the opinion letter of CoView Capital referred to in Section 1.02(a) and (iii) reflect the recommendations and actions of the Board referred to above, and shall mail the 14D-9 to the holders of the Shares. Each of the Company, on the one hand, and Buyer and Merger Subsidiary, on the other hand, agree promptly to correct any information provided by either of them for use in the 14D-9 if and to the extent that it shall have become false or under its controlmisleading in any material respect, and the Company further agrees to take all steps necessary to cause the 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable laws. Buyer, Merger Subsidiary and their counsel shall be given an opportunity to review the 14D-9 and any amendments thereto prior to filing thereof with the SEC.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company's stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (such approval being sufficient to render Section 203 of Delaware Law, Articles V and VI of the Company's Certificate of Incorporation and the Rights Agreement inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders, provided that, subject to and in accordance with the provisions of Section 7.04(c), the Board of Directors of the Company may withdraw, modify or amend such recommendation and (iv) amended the Rights Agreement as described in this Section 3.02(a), 5.17 hereof. The Company further represents that J.P. Morgan Securities Inc. has delivered to the Company's Board of Direxxxxx xxx xpinion that the consideration to be received in the Offer and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior Merger is fair to the anticipated commencement holders of the Tender OfferShares from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent and Merger Subsidiary and each of their Affiliates, associates, employees, agents and advisors shall cause its agents to, hold in confidence the information contained in any such lists, labels, listings and or files, shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated and if the Company so requests, shallshall deliver, upon requestand shall use their reasonable efforts to cause their Affiliates, promptly deliver associates, employees, agents and advisors to deliver, to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) Simultaneously with the filing by Merger Subsidiary of the Schedule 14D-1 or as promptly thereafter as practicable, 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, subject to the provisions of Section 7.04(c), 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 an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall provide Parent and its counsel with any comments or other communications, 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 Schedule 14D-9 promptly after receipt of such comments or other communications.

Company Action. (a) The Company hereby approves of and consents to the Offer and the other transactions contemplated by this Agreement and the Support Agreements and represents that at a meeting duly called and held prior to the execution of this Agreement, the Company Board has duly adopted resolutions (i) determined declaring that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger, are fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany’s stockholders, (ii) authorized approving and approved declaring advisable this Agreement, the other Transaction Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby (such authorization and approval having been made in accordance with the DGCLMerger, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), recommending that the holders of shares of Class A Common Stock Company’s stockholders accept the Tender Offer and Offer, tender their shares Shares to Merger Sub pursuant to the Tender Offer. The Company hereby consents Offer and, to the inclusion in extent required to consummate the Tender Offer Documents Merger, adopt this Agreement (such recommendations, the “Board Recommendation”), and (iv) directing that the adoption of this Agreement be submitted, as promptly as practicable upon consummation of the recommendation Offer, to any stockholders of the Company if required to consummate the Merger under the DGCL (such actions by the Company Board described in this Section 3.02(aclauses (i) through (iv), and collectively, the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c“Board Actions”). (b) In connection The Company shall, or shall cause its transfer agent to, promptly after the Agreement Date and from time to time thereafter as reasonably requested by Parent or its agents, furnish Parent with the Tender Offeran updated list of its stockholders, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offernon-objecting beneficial owners, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, non-objecting beneficial holders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating the Offer. In addition, in connection with the Offer, the Company shall, and shall use its reasonable efforts to cause any third parties to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Stock Plan or other Company Benefit Plan, and to permit such holders of Shares to tender Shares in the Offer. (c) As promptly as practicable after the date the Schedule TO is filed with the SEC, and in any event within three (3) Business Days thereof, the Company shall file with the SEC and disseminate to holders of Shares, as and to the record and beneficial holders of shares of Class A Common Stock extent required by applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer. Subject to Offer (together with any amendments or supplements thereto and including any exhibits thereto, the “Schedule 14D-9”) that shall comply in all material respects with the requirements of the Exchange Act, shall reflect the material terms and conditions of this Agreement and, subject to Section 5.02(d), shall reflect the Board Recommendation and shall include a description of the other Board Actions. To the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 5.02(d), the Company also hereby consents to the inclusion in the Offer Documents of a description of the Board Actions, including the Board Recommendation, in the Offer Documents. The Schedule 14D-9 shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL in connection with a merger effected pursuant to Section 253 of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. 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 except for such steps as are necessary to disseminate the Tender Offer Documents Company shall consider in good faith the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall promptly provide Parent, Merger Sub and their counsel with copies of any other documents necessary to consummate the Tender Offer, CIG shallwritten comments or communications, and shall cause inform them of any oral comments or communications, that the Company or its agents tocounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications. Parent, hold in confidence the information contained in Merger Sub and their counsel shall be given a reasonable opportunity to review any such labelswritten responses and the Company shall consider in good faith the reasonable additions, listings deletions or changes suggested thereto by Parent, Merger Sub and files, their counsel. The Company shall use such information only in connection respond promptly to any comments of the SEC or its staff with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver respect to the Company all copies of such information then in its possession or under its controlSchedule 14D-9.

Company Action. (a) The Company hereby approves and consents to the Offer, the Merger and the other transactions contemplated by the Transaction Agreements (collectively, the "Transactions") and represents that the Board has (i) determined that the Tender Offer is fair to, and in Company's Board of Directors (the best interests of, the holders of shares of Class A Common Stock, (ii"Board") authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c).has at a meeting duly called (b) In connection The Company will promptly furnish Buyer with the Tender Offera list of its stockholders, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, each as of the most recent practicable date, and (B) will provide to Buyer such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Buyer may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Merger or the Offer, CIG shall, and Buyer shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Merger and the Offer and, if the Tender Offer shall be terminatedthis Agreement is terminated in accordance with Section 10.01, shall, upon request, promptly deliver to the Company all copies of such information then in its possession and deliver copies of such information then in the possession of any person who has obtained such information directly or indirectly from Buyer. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "14D-9") which shall reflect the recommendations and actions of the Board referred to above (subject to the fiduciary duties of the Board under its controlapplicable law as advised by independent legal counsel (who may be the Company's regularly engaged legal counsel)) and shall mail the 14D-9 to the holders of the Shares. Each of the Company, on the one hand, and Buyer and Merger Subsidiary, on the other hand, agrees promptly to correct any information provided by such party (or either of them, in the case of Buyer or Merger Subsidiary) for use in the 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 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable Federal securities law. Buyer, Merger Subsidiary and their counsel shall be given an opportunity to review and comment on the 14D-9 and any amendments thereto prior to filing thereof with the SEC.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to ‎Section 7.03(b), the inclusion in the Tender Offer Documents of the recommendation of the Company Board described Recommendation, as it may be amended, modified or withdrawn in accordance with this Section 3.02(a), and the Agreement. The Company shall not withdraw or modify such recommendation in any manner adverse to CIGpromptly furnish Parent with a list of its stockholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender Offertransactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly shall deliver to the Company or destroy all copies of such information then in its their possession or control, in each case in accordance with the Confidentiality Agreement. (b) Promptly following the filing of the Offering Documents on the Offer Commencement Date, 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 or any other Applicable Law, the Schedule 14D-9 that, subject to ‎Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. 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 disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of the New York Stock Exchange, in each case as soon as reasonably practicable. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and, unless the Company makes an Adverse Recommendation Change in accordance with ‎Section 7.03(b), the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. Unless the Company makes an Adverse Recommendation Change in accordance with ‎Section 7.03(b), the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves and consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Offer is and the Merger (as defined in Section 2.01), are fair to, to and in the best interests of, interest of the holders of shares of Class A Common StockCompany's shareholders, (ii) authorized and approved this Agreement, the other Transaction Agreements Shareholders' Agreement and the transactions contemplated hereby and thereby thereby, including the Offer and the Merger (such authorization which approval constituted approval of the Offer, the Shareholders' Agreement and approval having been this Agreement for purposes Section 2539 and 2555(1) of the Pennsylvania BCL, but did not constitute adoption of the plan and agreement of merger for purposes Section 1924(b)(1)(ii) of the Pennsylvania BCL, which adoption shall be made by Acquisition Sub as provided in accordance with the DGCLArticle II hereof), including, without limitation, Section 203 thereof) and (iii) resolved to recommend, (subject to its fiduciary duties referred to in Section 3.01(c6.05(b), as advised by legal counsel), to recommend acceptance of the Offer by its shareholders. The Company has been advised that the holders all of shares of Class A Common Stock accept the Tender Offer its directors and executive officers intend to tender their shares Shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents will promptly furnish Acquisition Sub with a list of the recommendation of the Board described in this Section 3.02(a)its shareholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Acquisition Sub such additional informationinformation (including, including without limitation, updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Acquisition Sub may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, Parent, U.S. Parent and except for Acquisition Sub will hold such steps as are necessary to disseminate the Tender Offer Documents lists and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold information in confidence the information contained in any such labels, listings and filesconfidence, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its control.Offer

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held has: (i) determined that this Agreement, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company's stockholders, (ii) approved and adopted this Agreement and the Transactions, including the Offer and the Merger, in accordance with the requirements of the Board described in this Delaware Law, (iii) subject to Section 3.02(a7.04(c), resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Company shall not withdraw or modify such recommendation in any manner adverse Merger by its stockholders, and (iv) taken the actions referred to CIG, except as provided in Section 3.01(c). (b) In connection 5.22 and 5.23 hereof. The Company will cause its transfer agent to promptly furnish Parent with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement a list of the Tender OfferCompany's stockholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stock, each as securities positions of the most recent practicable date, Shares held in stock depositories and (B) to provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders owners of shares of Class A Common Stock Shares in connection with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer or the Merger, CIG shall, Parent and Purchaser shall cause its agents to, (i) hold in confidence the information contained in any such labels, listings and files, shall (ii) use such information only in connection with the Tender Offer and, and the Merger and (iii) if the Tender Offer shall be terminated, shallthis Agreement is terminated in accordance with Article 11, upon requestrequest of the Company, promptly deliver or cause to be delivered to the Company all copies of such information then in its their possession or under the possession of its controlagents or representatives. (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 an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to the holders of Shares. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company's stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (such approval being sufficient to render Section 203 of Delaware Law, Articles V and VI of the Company's Certificate of Incorporation and the Rights Agreement inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders, provided that, subject to and in accordance with the provisions of Section 7.04(c), the Board of Directors of the Company may withdraw, modify or amend such recommendation and (iv) amended the Rights Agreement as described in this Section 3.02(a), 5.17 hereof. The Company further represents that J.P. Xxxxxx Xxxurities Inc. has delivered to the Company's Board of Directors its opinion that the consideration to be received in the Offer and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior Merger is fair to the anticipated commencement holders of the Tender OfferShares from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its control.Parent

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Offer. (b) In connection The Company shall, or shall cause its transfer agent to, as promptly as practicable, furnish Merger Subsidiary with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the record holders of shares of Class A Common Stock, each Shares as of the most recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings, participant lists from the Depository Trust Company and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares (B) including a “non-objecting beneficial owners” list), and shall furnish to Merger Subsidiary such additional information, information and assistance (including updated lists of stockholders, mailing labels security position listings and lists computer files regarding the beneficial owners of securities positions and such other information and assistance Shares) as CIG or its agents Merger Subsidiary may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares Shares (the date of Class A Common Stock with respect the list used to determine the Tender Offer. Subject Persons to whom the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents are first disseminated, the “Stockholder List Date”). Merger Subsidiary and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, shall hold in confidence the information contained in any such labels, listings and filesfiles in accordance with Section 6.02 of the Investor Rights Agreement, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company shall return or destroy all copies and any extracts or summaries of such information then in its their possession or control; provided that Merger Subsidiary and each of its agents may each retain one copy of any such information to the extent necessary to comply with Applicable Law but for no other purpose. (c) On the Offer Commencement Date, as soon as practicable after the Schedule TO has been filed pursuant to Section 2.01(e), the Company shall file with the SEC and to the extent required by applicable U.S. federal securities laws, disseminate to holders of Shares, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company shall also include in the Schedule 14D-9 the fairness opinion of Xxxxxxx Xxxxx & Co. LLC, financial advisor to the Company (the “Company Financial Advisor”), in its controlentirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the Exchange Act, subject to any required consent from the Company Financial Advisor. The Company shall use its reasonable best efforts to ensure that the Schedule 14D-9, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable U.S. federal securities laws or the rules and regulations of NASDAQ. Parent and Merger Subsidiary shall furnish to the Company the information relating to Parent and Merger Subsidiary required by the Exchange Act to be set forth in the Schedule 14D-9. Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, 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 Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give Parent and Merger Subsidiary the opportunity to participate with the Company and its counsel in any substantive discussions or meetings with the SEC. (d) On the Offer Commencement Date, Parent, Merger Subsidiary and the Company shall file with the SEC as and to the extent required by applicable U.S. federal securities laws, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) that, subject to Section 7.03(b), shall reflect the Company Board Recommendation. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 13E-3 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Parent, Merger Subsidiary and the Company shall use reasonable best efforts to cause the Schedule 13E-3 as so corrected to be filed with the SEC to the extent required by applicable U.S. federal securities laws or the rules and regulations of NASDAQ. Each of Parent, Merger Subsidiary, the Company and their respective counsel shall be given a reasonable opportunity to review and comment on the Schedule 13E-3 each time before it is filed with the SEC, and each party shall give reasonable and good faith consideration to any comments made by any other party hereto or their counsel. Each party shall provide the other parties hereto and their counsel with (i) any comments or other communications, whether written or oral, that such party and its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 13E-3 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby by this Agreement (such authorization and other than approval having been made in accordance with the DGCL, including, without limitation, of Independent Directors required by Section 203 thereof2.07) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and Agreements. The Company represents that it has been advised that all of the members of the Boards who own Shares intend to tender their such shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than event within three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, and (iii) copies of all lists of shareholders, security position listings, computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating the Offer. Notwithstanding the foregoing, the Company shall not be required to provide such information to the record extent the Company is prohibited from providing such information by the terms of its Articles of Association and/or by Applicable Law. In the event that the Company is so prohibited from providing such information, it shall (i) request permission from the applicable shareholders to provide such information to Parent and beneficial Buyer and/or (ii) if the information requested is not received at least three Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer and Parent to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, Buyer and Parent shall not have any obligation to deliver such information to such shareholders under this Agreement. (b) As soon as practicable after the Offer Commencement Date (and in any event within ten Business Days of the date the Offer Documents are filed with the SEC), the Company shall file with the SEC and disseminate to holders of shares Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to ‎Section 5.03(e) and ‎Section 5.03(f), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent and Buyer required by the 1934 Act to be set forth in the Schedule 14D-9. Each of Class A Common Stock the Company, Parent and Buyer 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 (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Buyer and their counsel. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Tender Offer. Subject Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the requirements of applicable Law, and except for extent such steps as are necessary to disseminate participation is permitted by the Tender Offer Documents and any SEC or other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its controlGovernmental Authorities.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in Offer and represents that its Board of Directors, at a meeting duly called and held on June 7, 1999, and acting on the Tender Offer Documents of the unanimous recommendation of the Board described Independent Committee, has, with two abstentions, (i) unanimously determined that the terms and conditions of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in this Section 3.02(athe best interest of the holders of Shares (other than Parent and its affiliates), and that the Merger Consideration is fair to the holders of Shares (other than Parent and its affiliates), (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and declared their advisability and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company shall not withdraw or modify such recommendation in any manner adverse further represents that Bear Steaxxx & Xo. Inc., the Independent Committee's independent financial advisor, has delivered to CIG, except as provided in Section 3.01(c)the Independent Committee its written opinion that the Merger Consideration and the Merger is fair to the holders of Shares (other than Parent and its affiliates) from a financial point of view. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall will promptly furnish CIG Parent with (A) mailing labels, security position listings labels addressed to the record holders of shares of Class A Common Stock held in stock depositories the Shares and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating disseminating the Offer Documents to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Law, and except Except for such steps as are reasonably necessary to disseminate the Tender Offer Documents and any other documents as are reasonably necessary to consummate in connection with the Tender OfferOffer and the other transactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence the information contained in any of such labelslists, listings labels and files, shall files and the additional information referred to in the preceding sentence; will use such information only in connection with the Tender Offer and the Merger; and, if the Tender Offer shall be this Agreement is terminated, shallwill, upon request, promptly deliver to the Company all copies tangible embodiments of such information information, including but not limited to tangible embodiments in written form or on machine-readable media, and any copies or extracts therefrom then in its possession possession; provided that it is expressly understood that this sentence shall not limit any rights that Parent or its affiliates may have under its controlapplicable law to obtain and use a list of stockholders of the Company or any other information pertaining to the Company. (c) As soon as practicable on the day that the Offer is commenced, the Company will file with the SEC a Solicitation/Recommendation Statement pursuant to Rule 14d-9 under the 1934 Act on Schedule 14D-9 ("SCHEDULE 14D-9") which shall reflect the recommendations of

Company Action. (a) The Company represents that hereby approves and consents to the Board has Offer and the other Transactions (iother than approval of Independent Directors required by Section 2.07) determined that and the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender OfferAgreements. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than event within three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and (iii) copies of all lists of shareholders, security position listings, computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating the Offer. Notwithstanding the foregoing, the Company shall not be required to provide such information to the record extent the Company is prohibited from providing such information by the terms of its Articles of Association and/or by Applicable Law. In the event that the Company is so prohibited from providing such information, it shall (A) request permission from the applicable shareholders to provide such information to Parent and beneficial Buyer and/or (B) if the information requested is not received at least three (3) Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer and Parent to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, Buyer and Parent shall not have any obligation to deliver such information to such shareholders under this Agreement. (b) As soon as practicable after the Offer Commencement Date (and in any event within ten (10) Business Days of the date the Offer Documents are filed with the SEC), the Company shall file with the SEC and disseminate to holders of shares Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 5.03(e), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent and Buyer required by the 1934 Act to be set forth in the Schedule 14D-9. Each of Class A Common Stock the Company, Parent and Buyer 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 (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Buyer and their counsel. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Tender Offer. Subject Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the requirements of applicable Law, and except for extent such steps as are necessary to disseminate participation is permitted by the Tender Offer Documents and any SEC or other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its controlGovernmental Authorities.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the its Board of Directors has (i) determined that each of the Tender Offer and Merger is fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany's stockholders, (ii) authorized and approved this Agreement, the other Transaction Agreements Merger and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with making of the DGCL, including, without limitation, Section 203 thereof) Offer and (iii) resolved to recommendrecommend acceptance of the Offer by the Company's stockholders and approval and adoption of this Agreement and authorization of the Merger by the stockholders of the Company; provided, subject to Section 3.01(c)however, that such recommendation may be withdrawn, modified or amended in accordance with Section 7.5(b). The Company represents -------------- that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") has delivered to the Company's Board of Directors its written opinion that as of the date hereof, based upon the factors considered by Xxxxxx Xxxxxxx in connection with the transactions contemplated by this Agreement, the Price Per Share to be received by the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents , this Agreement and the Merger is fair, from a financial point of view, to such holders receiving the Price Per Share and that a copy of such opinion will be promptly delivered to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Acquiror. (b) In Promptly upon execution of this Agreement and in connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG Newco with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of shares of Class A Common Stock, each as of the most recent practicable date, and (B) cause Newco to be furnished with such additional information, including updated lists of stockholdersthe stockholders of the Company, mailing labels and lists of securities positions positions, each as of a recent date, and shall thereafter render such other information and assistance as CIG the Acquiror or its agents Newco may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferCompany's stockholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shall, the Acquiror and Newco and each of their respective affiliates and associates shall cause its agents to, hold in confidence the information contained in any of such labelslabels and lists, listings and files, shall will use such information only in connection with the Tender Offer and the Merger, and, if this Agreement is (a) by a notice to the Tender Offer shall be terminated, shall, upon Acquiror given no later than the first Business Day (as defined in Rule 14d-1(b)(7) of the Exchange Act) after the date of the Acquiror's request, promptly deliver and shall elect to the Company all copies of such information then in its possession or under its controlcomply with Rule 14d-5(c) within one Business Day thereof.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer, but only to the extent the Offer is made in accordance with the Tender Offer Documents terms and conditions of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) Agreement. In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall cause its transfer agent to furnish CIG Purchaser promptly with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the record holders of Company Common Stock (including non-objecting beneficial owners who are not record holders) 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 Company's possession or control regarding the beneficial owners of shares of Class A Company Common Stock, each as of the most recent practicable date, and shall furnish to Purchaser such information and assistance (B) such additional information, including updated lists of stockholders, mailing labels security position listings and lists of securities positions and such other information and assistance computer files) as CIG or its agents Merger Sub may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallPurchaser, Merger Sub and each of their agents shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Tender Offer and, if the Tender Offer this Agreement shall be terminated, shallwill deliver, upon requestand will use their best efforts to cause their agents to deliver, promptly deliver to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) On the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Common Stock, 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, assuming that the -------- ----- Offer is made in accordance with the terms and conditions of this Agreement, and, subject to Sections 6.06 and 6.08, shall reflect the recommendation of the Company's Board of Directors referred to in Section 4.18. 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 holders of Company Common Stock, 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. The Company, Purchaser 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, it shall have become false or misleading in any material respect. The Company agrees to take all the steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Company Common Stock, in each case as, and to the extent required by, applicable federal securities laws. Purchaser and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall provide Purchaser and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to Section 7.03(b), the inclusion in the Tender Offer Documents of the recommendation of the Company Board described Recommendation, as it may be amended, modified or withdrawn in accordance with this Section 3.02(a), and the Agreement. The Company shall not withdraw or modify such recommendation in any manner adverse to CIGpromptly furnish Parent with a list of its stockholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender Offertransactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly shall deliver to the Company or destroy all copies of such information then in its their possession or control, in each case in accordance with the Confidentiality Agreement. (b) Promptly following the filing of the Offering Documents on the Offer Commencement Date, 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 or any other Applicable Law, the Schedule 14D-9 that, subject to Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. 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 disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of the New York Stock Exchange, in each case as soon as reasonably practicable. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and, unless the Company makes an Adverse Recommendation Change in accordance with Section 7.03(b), the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. Unless the Company makes an Adverse Recommendation Change in accordance with Section 7.03(b), the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that the board of directors of the Company (the “Board of Directors”), at a meeting duly called and held at which all directors of the Company were present, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Tender Offer Documents best interests of the recommendation Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Board described in DGCL, the Company’s certificate of incorporation and bylaws, (iii) if required by Applicable Law, directed that this Agreement be submitted to the stockholders of the Company for adoption and approval and (iv) subject to Section 3.02(a)7.04, recommended acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated hereby by its stockholders (such recommendation, the “Company shall not withdraw or modify such recommendation in any manner adverse Board Recommendation”). The Company has been advised that all of its directors and executive officers who own Shares intend to CIG, except as provided in Section 3.01(c). (b) tender their Shares pursuant to the Offer. In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall promptly (but in any event within five Business Days after the date hereof) furnish CIG Parent with (A) a list of its stockholders, mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in their possession. (b) As soon as practicable on the Offer Commencement Date, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to its possession right to withdraw, modify or under amend such recommendation pursuant to Section 7.04, shall reflect the Company Board Recommendation. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the information statement containing the information required by Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder (together with any amendments or supplements thereto, the “Information Statement”)) if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by Applicable Law (including the 1934 Act). Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors contained in the Schedule 14D-9.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that the board of directors of the Company (the “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 and in the Tender Offer Documents best interests of the recommendation of Company’s shareholders, (ii) approved this Agreement and the Board described in this Section 3.02(a)transactions contemplated hereby, including the Offer and the Merger, and the plan of merger (as such term is used in Section 302A.611 of the MBCA) (the “Plan of Merger”), each in accordance with the requirements of the MBCA and (iii) resolved, subject to its right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), to recommend acceptance of the Offer and, if required by Applicable Law, approval of the Merger and adoption of the Plan of Merger by its shareholders (such recommendation, the “Company Board Recommendation”). The Company has been advised that all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer. The Company shall not withdraw or modify such recommendation in any manner adverse to CIGpromptly furnish Parent with a list of its shareholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in their possession. (a) As soon as practicable on the Offer Commencement Date, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Schedule 14D-9 that, subject to its possession right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of the 1934 Act and (ii) 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; provided, however, no covenant is made by the Company with respect to information supplied by Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 (including any such information included in the Information Statement). The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement) if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall 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 to the extent required by Applicable Law (including the 1934 Act). Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (b) The Company shall promptly file with the Commissioner of Commerce of the State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that at meetings duly called and held on December 13 and 14, 2005, the Company Board has unanimously (i) determined that the Tender Offer is Offer, and this Agreement and the transactions contemplated thereby and hereby (including the Merger and the Second Merger) are advisable, fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany stockholders, (ii) authorized approved and adopted this Agreement and the transactions contemplated hereby, including the Offer, the Merger, and the Second Merger in all respects in accordance with Delaware law, and such approval constitutes approval of the Offer, this Agreement and the Merger for all purposes of Section 203 of the DGCL (as described in Section 4.04(b)), (iii) approved and adopted an amendment to the terms of the Company Rights Agreement (as defined in Section 3.01(f)) and took all other actions necessary to render the Company Rights Agreement inapplicable to Parent, Merger Sub, the Offer, this Agreement and the Merger (such action, collectively, the “Rights Plan Amendment”), and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Merger Sub pursuant to the Offer and that the stockholders of the Company adopt and approve this Agreement and the Merger if stockholder approval is required by the DGCL; provided, however, that such recommendation may be withdrawn, modified or amended if permitted by Section 6.03 and subject to the payment of any applicable fees resulting from such action as provided in Section 6.09. The Company consents to the inclusion of such recommendations and approvals in the Offer Documents and in the Information Statement. (i) As promptly as practicable after the date of this Agreement, the Company shall file with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on December 5, 2005, with respect to the Offer, reflecting the Company Board’s recommendation that the Company’s stockholders accept and tender Shares pursuant to the Offer, the Company Board’s approval of this Agreement and otherwise reflecting the terms and conditions of this Agreement and including the information regarding Parent’s designees to the Company Board pursuant to Section 1.03 to the extent Parent shall have theretofore provided the information required by Section 1.03(b) (such Schedule 14D-9, as amended or supplemented from time to time, the “Schedule 14D-9”), (ii) if (x) following the completion of the Offer and any exercise of the Top-Up Option, consummation of the Merger under Section 253 of the DGCL as contemplated by Section 1.05 is not permitted by the terms of Section 253 of the DGCL and (y) Parent delivers to the Company a written consent of the holders of Shares in accordance with Section 228 of the DGCL duly adopting this Agreement under Section 251 of the DGCL and so requests, the Company shall as promptly as reasonably practicable file with the SEC an Information Statement on Schedule 14C (as amended or supplemented from time to time, the “Information Statement”), describing the Merger and the Second Merger and including such information regarding Parent, Merger Sub, the Company and the terms and approval of such transactions as is required by such form and under applicable Law, and (iii) shall disseminate the Schedule 14D-9 and the Information Statement to the holders of Shares at the times and to the extent required by applicable Laws. The Schedule 14D-9 (including the information regarding Parent’s designees to the Company Board) and the Information Statement 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 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 supplied by Parent or Merger Sub in writing for inclusion in the Schedule 14D-9 or the Information Statement. Each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with such actions. The Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Information Statement 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 and the Information Statement as so corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case as and to the extent required by applicable Laws. The Company further agrees to promptly advise Parent of any comments or other Transaction Agreements communications (and promptly provide copies of any such written materials or reasonably detailed summaries of any oral communications) that the Company or its counsel or representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 or any other securities filings of the Company related to the Offer, the Merger or the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)thereby. (bc) In connection with the Tender Offer, no later than three (3) Business Days prior to Offer and the anticipated commencement mailing of the Tender OfferOffer Documents and the Information Statement, the Company shall will promptly furnish CIG Parent and Merger Sub with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file files containing the names and addresses of the record holders of shares of Class A Common Stock, each the Shares as of the most recent date practicable date, and (B) shall furnish Merger Sub with such additional informationinformation and assistance (including, including without limitation, updated lists of stockholdersstockholder lists, mailing labels and lists of securities positions and such other information and assistance positions) as CIG Merger Sub or its agents may reasonably request in connection with communicating the Offer or the matters subject to the Company Stockholder Approval (as defined in Section 4.04(a)) to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shallthe Merger or the Second Merger, Parent, Merger Sub and their respective affiliates, associates, agents and advisors shall cause its agents to, hold in confidence use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in its their possession or under its controlpromptly upon the request of the Company.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to ‎Section 7.03(b), the inclusion in the Tender Offer Documents of the recommendation of the Company Board described Recommendation, as it may be amended, modified or withdrawn in accordance with this Section 3.02(a), and the Agreement. The Company shall not withdraw or modify such recommendation in any manner adverse to CIGpromptly furnish Parent with a list of its stockholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender Offertransactions contemplated by this Agreement, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly shall deliver to the Company or destroy all copies of such information then in its their possession or control, in each case in accordance with the Confidentiality Agreement. (b) Promptly following the filing of the Offering Documents on the Offer Commencement Date, 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 or any other Applicable Law, the Schedule 14D-9 that, subject to ‎Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. 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 disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of the New York Stock Exchange, in each case as soon as reasonably practicable. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and, unless the Company makes an Adverse Recommendation Change in accordance with ‎Section 7.03(b), the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. Unless the Company makes an Adverse Recommendation Change in accordance with ‎Section 7.03(b), the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that the board of directors of the Company (the “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 and in the Tender Offer Documents best interests of the recommendation Company’s stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of Delaware Law and (iii) resolved, subject to Section 6.04 herein, to recommend acceptance of the Offer and approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Board described in this Section 3.02(aRecommendation”), . The Company has been advised that all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer. The Company shall not withdraw or modify such recommendation in any manner adverse promptly cause to CIGbe furnished to Parent a list of its stockholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or and computer file files containing the names and addresses of the all record holders and non-objecting beneficial owners of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly deliver to the Company or destroy (and confirm such destruction in writing) all copies of such information then in their possession. (b) On the Offer Commencement Date, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Schedule 14D-9 that, subject to its possession right to withdraw, modify or amend such recommendation pursuant to Section 6.04(d), shall contain and reflect the Company Board Recommendation. The Company shall include in the Schedule 14D-9 the opinion of the Company’s financial advisor and shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of the 1934 Act and (ii) 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; provided, however, no covenant is made by the Company with respect to information supplied by Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 (including any such information included in the Information Statement). The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement) if and to the extent that it shall have become false or misleading in any material respect. The Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to beneficial owners of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act). Prior to an Adverse Recommendation Change in accordance with Section 6.04(d), Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. Prior to an Adverse Recommendation Change in accordance with Section 6.04(d), the Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications, (ii) copies of any written comments or responses submitted by the Company in response thereto (other than any confidential supplemental materials that may have been requested by the SEC or its staff) and (iii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any material discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)Offer. (b) In connection The Company shall, or shall cause its transfer agent to, as promptly as practicable, furnish Merger Subsidiary with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the record holders of shares of Class A Common Stock, each Shares as of the most recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings, participant lists from the Depository Trust Company and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares (B) including a “non-objecting beneficial owners” list), and shall furnish to Merger Subsidiary such additional information, information and assistance (including updated lists of stockholders, mailing labels security position listings and lists computer files regarding the beneficial owners of securities positions and such other information and assistance Shares) as CIG or its agents Merger Subsidiary may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares Shares (the date of Class A Common Stock with respect the list used to determine the Tender Offer. Subject Persons to whom the requirements of applicable Law, and except for such steps as are necessary to disseminate the Tender Offer Documents are first disseminated, the “Stockholder List Date”). Merger Subsidiary and any other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, shall hold in confidence the information contained in any such labels, listings and filesfiles in accordance with ‎Section 6.02 of the Investor Rights Agreement, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company shall return or destroy all copies and any extracts or summaries of such information then in its their possession or control; provided that Merger Subsidiary and each of its agents may each retain one copy of any such information to the extent necessary to comply with Applicable Law but for no other purpose. (c) On the Offer Commencement Date, as soon as practicable after the Schedule TO has been filed pursuant to ‎‎Section 2.01(e), the Company shall file with the SEC and to the extent required by applicable U.S. federal securities laws, disseminate to holders of Shares, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company shall also include in the Schedule 14D-9 the fairness opinion of Xxxxxxx Xxxxx & Co. LLC, financial advisor to the Company (the “Company Financial Advisor”), in its controlentirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the Exchange Act, subject to any required consent from the Company Financial Advisor. The Company shall use its reasonable best efforts to ensure that the Schedule 14D-9, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable U.S. federal securities laws or the rules and regulations of NASDAQ. Parent and Merger Subsidiary shall furnish to the Company the information relating to Parent and Merger Subsidiary required by the Exchange Act to be set forth in the Schedule 14D-9. Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, 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 Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give Parent and Merger Subsidiary the opportunity to participate with the Company and its counsel in any substantive discussions or meetings with the SEC. (d) On the Offer Commencement Date, Parent, Merger Subsidiary and the Company shall file with the SEC as and to the extent required by applicable U.S. federal securities laws, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) that, subject to ‎Section 7.03(b), shall reflect the Company Board Recommendation. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 13E-3 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Parent, Merger Subsidiary and the Company shall use reasonable best efforts to cause the Schedule 13E-3 as so corrected to be filed with the SEC to the extent required by applicable U.S. federal securities laws or the rules and regulations of NASDAQ. Each of Parent, Merger Subsidiary, the Company and their respective counsel shall be given a reasonable opportunity to review and comment on the Schedule 13E-3 each time before it is filed with the SEC, and each party shall give reasonable and good faith consideration to any comments made by any other party hereto or their counsel. Each party shall provide the other parties hereto and their counsel with (i) any comments or other communications, whether written or oral, that such party and its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 13E-3 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

Company Action. (a) The Company represents that hereby approves and consents to the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby by this Agreement (such authorization and other than approval having been made in accordance with the DGCL, including, without limitation, of Independent Directors required by Section 203 thereof2.07) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and Agreements. The Company represents that it has been advised that all of the members of the Boards who own Shares intend to tender their such shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), shall promptly (and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than event within three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall Offer Commencement Date) furnish CIG Parent with (Ai) a list of its shareholders and mailing labelslabels containing the names and addresses of its record holders of Shares, security position listings of shares of Class A Common Stock held in stock depositories and (ii) any available listing or and computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, and (iii) copies of all lists of shareholders, security position listings, computer files in the Company’s possession or control regarding the beneficial owners of Shares, in each case, true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating the Offer. Notwithstanding the foregoing, the Company shall not be required to provide such information to the record extent the Company is prohibited from providing such information by the terms of its Articles of Association and/or by Applicable Law. In the event that the Company is so prohibited from providing such information, it shall (i) request permission from the applicable shareholders to provide such information to Parent and beneficial Buyer and/or (ii) if the information requested is not received at least three Business Days prior to the Offer Commencement Date, the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Buyer and Parent to such shareholders of the Company in connection with the Offer, and, notwithstanding this Article 2, Buyer and Parent shall not have any obligation to deliver such information to such shareholders under this Agreement. (b) As soon as practicable after the Offer Commencement Date (and in any event within ten Business Days of the date the Offer Documents are filed with the SEC), the Company shall file with the SEC and disseminate to holders of shares Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 5.03(e) and Section 5.03(f), shall reflect the Company Recommendation. Parent and Buyer shall promptly furnish to the Company all information concerning Parent and Buyer required by the 1934 Act to be set forth in the Schedule 14D-9. Each of Class A Common Stock the Company, Parent and Buyer 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 (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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 to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Buyer and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Buyer and their counsel. The Company shall provide Parent, Buyer and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Authorities with respect to the Tender Offer. Subject Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC or other Governmental Authorities to the requirements of applicable Law, and except for extent such steps as are necessary to disseminate participation is permitted by the Tender Offer Documents and any SEC or other documents necessary to consummate the Tender Offer, CIG shall, and shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in its possession or under its controlGovernmental Authorities.

Company Action. (a) The Company hereby approves of and consents to the making of the Offer and represents that the Board of Directors of the Company, at a meeting duly called and held on August 8, 2002, at which a majority of the Directors was present, has unanimously (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Merger and the Offer is are fair to, and in the best interests of, the holders of shares of Class A Common StockCompany and its stockholders, (ii) duly authorized and approved this Agreement, Agreement and approved the Merger and the other Transaction Agreements transactions contemplated hereby (including but not limited to the Offer), and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Company Common Stock pursuant to the Offer and, to the extent required by applicable law, authorize, approve and adopt this Agreement and the transactions contemplated hereby and thereby hereby, including the Merger (such authorization and approval having been made in accordance with the DGCL“Company Tender Recommendation”). Subject to the terms of this Agreement, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c5.4(b), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents prepared in connection with the Offer of the recommendation of the Board of Directors of the Company described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)preceding sentence. (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall promptly furnish CIG the Purchaser with such information (A) including a list of the record holders of the Company Common Stock and their addresses, as well as mailing labelslabels containing the names and addresses of all record holders of Company Common Stock, any non-objecting beneficial owner lists and lists of security position listings positions in written and electronic form of shares of Class A Company Common Stock held in stock depositories and any available listing in the Company’s possession or computer file containing the names and addresses of the record holders of shares of Class A Common Stockcontrol, in each case as of the most a recent practicable date), and shall thereafter render such assistance as Parent, the Purchaser or their agents may reasonably request (B) such additional information, including updated lists of stockholders, mailing labels non-objecting beneficial owner lists and lists of securities positions security position listings, in written and such other information and assistance as CIG or its agents may reasonably request electronic form) in connection with communicating the Offer to the record and beneficial holders of shares of Class A the Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Law, law and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferOffer and the Merger, CIG shall, Parent and the Purchaser shall cause its agents to, (a) hold in confidence the information contained in any of such labelslabels and lists, listings and files, shall (b) use such information only in connection with the Tender Offer and, and the Merger and (c) if the Tender Offer shall be this Agreement is terminated, shall, upon request, promptly deliver to the Company or destroy all copies of such information then in its their possession or under its controland shall certify to the Company that it has done so.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer and represents that the board of directors of the Company (the "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 and in the Tender Offer Documents best interests of the recommendation of Company's shareholders, (ii) approved this Agreement and the Board described in this Section 3.02(a)transactions contemplated hereby, including the Offer and the Merger, and the plan of merger (as such term is used in Section 302A.611 of the MBCA) (the "Plan of Merger"), each in accordance with the requirements of the MBCA and (iii) resolved, subject to its right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), to recommend acceptance of the Offer and, if required by Applicable Law, approval of the Merger and adoption of the Plan of Merger by its shareholders (such recommendation, the "Company Board Recommendation"). The Company has been advised that all of its directors and executive officers who own Shares intend to tender their Shares pursuant to the Offer. The Company shall not withdraw or modify such recommendation in any manner adverse to CIGpromptly furnish Parent with a list of its shareholders, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and (B) shall provide to Parent such additional information, information (including updated lists of stockholdersshareholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallParent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall cause its agents to, hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger and, should the Offer terminate or if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in their possession. (b) As soon as practicable on the Offer Commencement Date, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the 1934 Act), the Schedule 14D-9 that, subject to its possession right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of the 1934 Act and (ii) 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; provided, however, no covenant is made by the Company with respect to information supplied by Parent or Merger Subsidiary for inclusion in the Schedule 14D-9 (including any such information included in the Information Statement). The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement) if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall 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 to the extent required by Applicable Law (including the 1934 Act). Parent, Merger Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Subsidiary and their counsel. The Company shall provide Parent, Merger Subsidiary and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its controlcounsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments 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 (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) The Company shall promptly file with the Commissioner of Commerce of the State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents and agrees to promptly furnish Parent with a list of the recommendation of the Board described in this Section 3.02(a)its stockholders, and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall furnish CIG with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories labels and any available listing or computer file containing the names and addresses of the all record holders of shares Company Common Stock and lists of Class A securities positions of Company Common StockStock held in stock depositories, in each case true, correct and complete as of the most recent practicable date, and (B) will provide to Parent such additional informationinformation (including, including without limitation, updated lists of stockholders, mailing labels and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger (as defined in Section 2.1) in accordance with applicable law, CIG shallParent and Merger Sub and each of their affiliates, associates, employees, agents and representatives shall cause its agents to, hold in confidence the information contained in any such lists, labels, listings or files in accordance with the terms of the Confidentiality Agreement (as defined in Section 6.3(a)) and filesshall otherwise comply with the requirements of such agreement. (b) As promptly as practicable after the time that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Common Stock, 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 in Section 3.19, subject to Section 6.1. 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 stockholders, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion in the Schedule 14D-9. The Company, Merger Sub and Parent each 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 Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company agrees to provide to Parent and its counsel any comments or other communications which the Company or its counsel may receive from the staff of the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. Parent, Merger Sub and the Company each hereby agree to provide promptly such information only in connection with necessary to prepare the Tender Offer and, if the Tender Offer shall be terminated, shall, upon request, promptly deliver exhibits and schedules to the Company all copies of such information then in its possession or under its controlSchedule 14D-9 and the Offer Documents as the respective party responsible therefore may reasonably request.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the Offer and, subject to Section 7.03(b), the inclusion in the Tender Offer Documents of the recommendation of Company Board Recommendation, as it may be amended, modified or withdrawn in accordance with this Agreement. As promptly as practicable after the Board described in this Section 3.02(a), date hereof and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) In connection with the Tender Offer, no event not later than three two (32) Business Days prior to the anticipated commencement of the Tender OfferOffer Commencement Date, the Company shall furnish CIG Parent with (A) mailing labels, security position listings a list of shares of Class A Common Stock held in stock depositories its stockholders available to it and any available listing or computer file containing the names and addresses of the all record holders of shares Shares and lists of Class A Common Stocksecurities positions of Shares held in stock depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case, true and correct as of the most recent practicable datedate (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and (B) shall use reasonable best efforts to provide to Parent such additional information, information (including updated lists of stockholders, mailing labels stockholders and lists of securities positions positions) and such other information and assistance as CIG or its agents Parent may reasonably request in connection with communicating to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender Offer. Subject to the requirements of applicable Applicable Law, and except for such steps as are may be reasonably necessary or appropriate to disseminate the Tender Offer Documents and any other documents reasonably necessary to consummate or appropriate in connection with the Tender OfferTransactions, CIG shall, Parent and Merger Sub shall cause its agents to, hold in confidence keep confidential and not disclose the information contained in any such labelslists, listings and files, and shall use such information only in connection with the Tender Offer and the Merger and, if the Tender Offer this Agreement shall be terminatedterminated in accordance with its terms, shall, upon request, promptly deliver shall return to the Company or destroy all copies of such information then in its their possession or control, in each case, in accordance with the Confidentiality Agreement. (b) Promptly following the filing of the Offer Documents on the Offer Commencement Date, 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 or any other Applicable Law, the Schedule 14D-9 that, subject to the right of the Board of Directors to effect an Adverse Recommendation Change pursuant to Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it or any of its controlAffiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts 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, to the extent required by applicable federal securities laws or the rules and regulations of the NYSE American, in each case, as soon as reasonably practicable. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive 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 Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub pursuant to Section 2.01(e) effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that at meetings duly called and held on December 13 and 14, 2005, the Company Board has unanimously (i) determined that the Tender Offer is Offer, and this Agreement and the transactions contemplated thereby and hereby (including the Merger and the Second Merger) are advisable, fair to, to and in the best interests of, of the holders of shares of Class A Common StockCompany stockholders, (ii) authorized approved and adopted this Agreement and the transactions contemplated hereby, including the Offer, the Merger, and the Second Merger in all respects in accordance with Delaware law, and such approval constitutes approval of the Offer, this Agreement and the Merger for all purposes of Section 203 of the DGCL (as described in Section 4.04(b)), (iii) approved and adopted an amendment to the terms of the Company Rights Agreement (as defined in Section 3.01(f)) and took all other actions necessary to render the Company Rights Agreement inapplicable to Parent, Merger Sub, the Offer, this Agreement and the Merger (such action, collectively, the “Rights Plan Amendment”), and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Merger Sub pursuant to the Offer and that the stockholders of the Company adopt and approve this Agreement and the Merger if stockholder approval is required by the DGCL; provided, however, that such recommendation may be withdrawn, modified or amended if permitted by Section 6.03 and subject to the payment of any applicable fees resulting from such action as provided in Section 6.09. The Company consents to the inclusion of such recommendations and approvals in the Offer Documents and in the Information Statement. (i) As promptly as practicable after the date of this Agreement, the Company shall file with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on December 5, 2005, with respect to the Offer, reflecting the Company Board’s recommendation that the Company’s stockholders accept and tender Shares pursuant to the Offer, the Company Board’s approval of this Agreement and otherwise reflecting the terms and conditions of this Agreement and including the information regarding Parent’s designees to the Company Board pursuant to Section 1.03 to the extent Parent shall have theretofore provided the information required by Section 1.03(b) (such Schedule 14D-9, as amended or supplemented from time to time, the “Schedule 14D-9”), (ii) if (x) following the completion of the Offer and any exercise of the Top-Up Option, consummation of the Merger under Section 253 of the DGCL as contemplated by Section 1.05 is not permitted by the terms of Section 253 of the DGCL and (y) Parent delivers to the Company a written consent of the holders of Table of Contents Shares in accordance with Section 228 of the DGCL duly adopting this Agreement under Section 251 of the DGCL and so requests, the Company shall as promptly as reasonably practicable file with the SEC an Information Statement on Schedule 14C (as amended or supplemented from time to time, the “Information Statement”), describing the Merger and the Second Merger and including such information regarding Parent, Merger Sub, the Company and the terms and approval of such transactions as is required by such form and under applicable Law, and (iii) shall disseminate the Schedule 14D-9 and the Information Statement to the holders of Shares at the times and to the extent required by applicable Laws. The Schedule 14D-9 (including the information regarding Parent’s designees to the Company Board) and the Information Statement 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 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 supplied by Parent or Merger Sub in writing for inclusion in the Schedule 14D-9 or the Information Statement. Each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with such actions. The Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Information Statement 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 and the Information Statement as so corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case as and to the extent required by applicable Laws. The Company further agrees to promptly advise Parent of any comments or other Transaction Agreements communications (and promptly provide copies of any such written materials or reasonably detailed summaries of any oral communications) that the Company or its counsel or representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 or any other securities filings of the Company related to the Offer, the Merger or the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion in the Tender Offer Documents of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c)thereby. (bc) In connection with the Tender Offer, no later than three (3) Business Days prior to Offer and the anticipated commencement mailing of the Tender OfferOffer Documents and the Information Statement, the Company shall will promptly furnish CIG Parent and Merger Sub with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file files containing the names and addresses of the record holders of shares of Class A Common Stock, each the Shares as of the most recent date practicable date, and (B) shall furnish Merger Sub with such additional informationinformation and assistance (including, including without limitation, updated lists of stockholdersstockholder lists, mailing labels and lists of securities positions and such other information and assistance positions) as CIG Merger Sub or its agents may reasonably request in connection with communicating the Offer or the matters subject to the Company Stockholder Approval (as defined in Section 4.04(a)) to the record and beneficial holders of shares of Class A Common Stock with respect to the Tender OfferShares. Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender Offer, CIG shallthe Merger or the Second Merger, Parent, Merger Sub and their respective affiliates, associates, agents and advisors shall cause its agents to, hold in confidence use the information contained in any such labels, listings and files, shall use such information files only in connection with the Tender Offer and the Merger, and, if the Tender Offer this Agreement shall be terminated, shall, upon request, promptly will deliver to the Company all copies of such information then in its their possession or under its controlpromptly upon the request of the Company.

Company Action. (a) The Company represents that the Board has (i) determined that the Tender Offer is fair to, and in the best interests of, the holders of shares of Class A Common Stock, (ii) authorized and approved this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (such authorization and approval having been made in accordance with the DGCL, including, without limitation, Section 203 thereof) and (iii) resolved to recommend, subject to Section 3.01(c), that the holders of shares of Class A Common Stock accept the Tender Offer and tender their shares pursuant to the Tender Offer. The Company hereby consents to the inclusion Offer, but only to the extent the Offer is made in accordance with the Tender Offer Documents terms and conditions of the recommendation of the Board described in this Section 3.02(a), and the Company shall not withdraw or modify such recommendation in any manner adverse to CIG, except as provided in Section 3.01(c). (b) Agreement. In connection with the Tender Offer, no later than three (3) Business Days prior to the anticipated commencement of the Tender Offer, the Company shall cause its transfer agent to furnish CIG Purchaser promptly with (A) mailing labels, security position listings of shares of Class A Common Stock held in stock depositories and any available listing or computer file labels containing the names and addresses of the record holders of Company Common Stock (including non-objecting beneficial owners who are not record holders) 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 Company's possession or control regarding the beneficial owners of shares of Class A Company Common Stock, each as of the most recent practicable date, and shall furnish to Purchaser such information and assistance (B) such additional information, including updated lists of stockholders, mailing labels security position listings and lists of securities positions and such other information and assistance computer files) as CIG or its agents Merger Sub may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Class A Company Common Stock with respect to the Tender OfferStock. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Tender Offer Documents and any other documents necessary to consummate the Tender OfferMerger, CIG shallPurchaser, Merger Sub and each of their agents shall cause its agents to, hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Tender Offer and, if the Tender Offer this Agreement shall be terminated, shallwill deliver, upon requestand will use their best efforts to cause their agents to deliver, promptly deliver to the Company all copies of and any extracts or summaries from such information then in its their possession or under its control. (b) On the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of Company Common Stock, 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, assuming that the Offer is made in accordance with the terms and conditions of this Agreement, and, subject to Sections 6.06 and 6.08, shall reflect the recommendation of the Company's Board of Directors referred to in Section 4.18. 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 holders of Company Common Stock, 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. The Company, Purchaser 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, it shall have become false or misleading in any material respect. The Company agrees to take all the steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Company Common Stock, in each case as, and to the extent required by, applicable federal securities laws. Purchaser and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company shall provide Purchaser and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments.