Common use of Company Actions Clause in Contracts

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) ), has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including resolved to approve the Offer and the Merger, Merger and such approval constitutes approval for purposes recommend (subject to its fiduciary duties after taking into account advice of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiilegal counsel) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the holders Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Common Stock; Rights Agreement Amendment (as defined below), and (b) Furmxx Xxxx XXX Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the "Financial Advisor") Company's financial advisor, has delivered to advised the Company's Board its opinion to the effect of Directors that, as of the date of this Agreement and based upon and subject to the matters set forth thereinin their opinion, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to the Company's stockholders is fair to such holders fair, from a financial point of view (view, to such stockholders. Upon commencement of the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to recommendations of its Board of Directors in clause (iii) above (favor of the Offer and the information required by Section 14(f) Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Securities Exchange Act Board of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders Directors of the Company. The Company Company, IHK and Merger Sub will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become becomes false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders holders of the Companyshares of Company Common Stock, in each case as and to the extent required by applicable securities lawslaw. IHK 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. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The (a) Company hereby consents to the Offer and represents that (ai) its the Company Board and a special committee of Directors the Company Board formed in accordance with Section 302A.673 of the MBCA (the "Board" or "Board of DirectorsSPECIAL COMMITTEE") (each at a meeting duly called and held) has have (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of Company and the stockholders Shareholders, (B) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and, assuming the accuracy of Parent's and Purchaser's representation in Section 5.6, Sections 302A.671 and 302A.673 of the MBCA do not and will not prohibit Company's authorization, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiC) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Shareholders and (bii) Furmxx Xxxx XXX Xxxxxxx Xxxxx & Company, L.L.C. (the "Financial AdvisorXXXXX") has delivered to the Company Board its or the Special Committee the opinion described in Section 4.21. Company hereby consents to the effect thatinclusion in the Offer Documents of the recommendation referred to in this Section 1.3(a), unless the Company Board or the Special Committee shall determine, in the exercise of its fiduciary duties, to withdraw, modify or change such recommendation in accordance with Section 6.3(c). (b) As promptly as of practicable on the date of this Agreement and based upon and subject to commencement of the matters set forth thereinOffer, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to will file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the recommendation referred to in clause (iii) above (of the Company Board and the Special Committee in favor of the Offer and the Merger, subject to the rights of the Company Board or the Special Committee set forth in Section 6.3(c). Company will disseminate to the Shareholders the Schedule 14D-9 to the extent and within the timetable required by Rule 14D-9 promulgated under the Exchange Act. Company represents, warrants and covenants that the Schedule 14D-9 will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Company with respect to information supplied by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9 (the "PARENT SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Parent or Purchaser with respect to information contained in, or incorporated by reference into, the Schedule 14D-9 other than the Parent Supplied Information (which Parent Supplied Information will include the information furnished by Parent as contemplated by the next sentence). Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's designees for directors of Company as required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) Rule 14f-1 thereunder and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best reasonable efforts to cause have the Schedule 14D-9 to be filed on available for inclusion in the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with initial mailing of the Offer Documents; PROVIDED that in any event Documents to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Shareholders. (c) Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally Purchaser will each promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become it becomes false or misleading in any material respect and the Company further agrees to will take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the stockholders of the CompanyShareholders, in each case as and to the extent required by applicable securities lawslaw. Company will afford Parent and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9, including any amendments thereto, prior to the filing thereof with the SEC. (d) In connection with the Offer, Company will promptly furnish Parent with mailing labels containing the names and addresses of the record Shareholders and with security position listings of Shares held in stock depositories, each as of the latest practicable date, together with all other available listings and computer files containing names, addresses and security position listings of recordholders and beneficial owners of Shares, and will furnish Parent such information and assistance (including updated lists of the Shareholders, mailing labels and listings of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial Shareholders. Subject to the requirements of applicable law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser will, and will instruct each of their respective affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, listings and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1 or if the Offer is otherwise terminated, will deliver promptly to Company all copies (whether in human or machine readable form) of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents the other transactions contemplated hereby and by the Ancillary Agreements and the Company, Newco and Newco Sub represent and warrant that (a) its Board the Boards of Directors (of the "Board" or "Board of Directors") (Company, Newco and Newco Sub at a meeting meetings duly called and held) has (i) determined that , duly and unanimously adopted resolutions, as appropriate, approving this Agreement, the Option Release AgreementAncillary Agreements, the Non-Compete and Termination Agreement Offer and the Termination issuance of the Convertible Preferred Stock to Sprint L.P. and Release the Convertible Notes to Sprint as contemplated hereby, determining that this Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyand by the Ancillary Agreements, including the Offer and the Merger (as defined in Section 2.1 hereof)acquisition of the Convertible Preferred Stock, are fair to to, and in the best interests of the stockholders of of, the Company's stockholders and recommending that those stockholders who wish to receive cash for their shares of Common Stock, (ii) approved accept the execution, delivery Offer and performance tender their shares pursuant to the Offer. The Company represents that its Board of Directors has received the Transaction Documents by the Company and the consummation opinion of Deutsche Xxxxxx Xxxxxxxx Inc. that the transactions contemplated therebyby this Agreement, including the Offer and the Mergerwhen taken together, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Laware fair, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view view, to the Company's stockholders and that a complete and correct signed copy of such opinion has been delivered by the Company to Sprint. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D- 9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to described in clause paragraph (iii) above (and the information required by Section 14(fa) of this Section 1.02 and shall mail the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act 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 Sprint or Sprint L.P. specifically for inclusion in the Schedule 14D-9. Each of the Company, Newco and Newco Sub agrees promptly to correct any information provided by it for use its best efforts in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to the Company's stockholders, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities laws. Parent Sprint and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent Sprint and its counsel copies of in writing with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Sprint promptly with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Sprint such information and assistance (including updated lists of stockholders, security position listings and computer files) as Sprint may reasonably request to facilitate communication of the Offer to the Company's stockholders. ParentSubject to the requirements of applicable law, Sub and except for such steps as are necessary to disseminate the Offer Documents, Sprint and its agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Company each agree promptly other transactions contemplated hereby and, if this Agreement shall be terminated, will deliver, and will use their best efforts to correct any information provided by it for use in the Schedule 14D-9 if and cause their agents to deliver, to the extent that any Company all copies of such information shall have become false then in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawscontrol.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its Board board of Directors (the "Board" or "Board of Directors") (directors, at a meeting duly called and held) , has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebythis Agreement, including the Offer and the Merger, are in the best interests of the Company's stockholders, (ii) approved this Agreement and such approval constitutes approval for purposes of Section 203 the transactions contemplated by this Agreement, including the Offer and the Merger, in accordance with the requirements of the Delaware General Corporation Law, as amended Law (the "DGCL"), (iii) declared that this Agreement is advisable, (iv) resolved to recommend acceptance that stockholders of the Offer and approval and adoption of this Agreement by Company accept the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect thatOffer, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders tender their shares of Company Common Stock in pursuant to the Offer and the Merger is fair to such holders from a financial point of view (if required by applicable law) adopt this Agreement (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act Company's board of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to directors that the stockholders of the Company. The Company will use its best efforts accept the Offer, tender their shares of Company Common Stock pursuant to cause the Schedule 14D-9 Offer and (if required by applicable law) adopt this Agreement being referred to as the "Company Board Recommendation"), and (v) to the extent necessary, adopted a resolution for the purpose of causing the Company not to be filed on subject to any restriction set forth in any state takeover law or similar Legal Requirement that might otherwise apply to the same date as Sub's Tender Offer Statement on Schedule 14D-1 Offer, the Merger, any of the Stockholder Agreements, any of the Financing Documents or any of the other transactions contemplated by this Agreement, any of the Stockholder Agreements or any of the Financing Documents. Subject to Section 1.2(b): (A) the "Schedule 14D-1") is filed and mailed together with Company consents to the inclusion of the Company Board Recommendation in the Offer DocumentsDocuments in a form and manner reasonably determined by the Company to be acceptable; PROVIDED that and (B) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution by the board of directors of the Company or any event committee thereof to withdraw or modify the Schedule 14D-9 Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be filed and mailed no later than 10 business days following adopted. (b) Notwithstanding anything to the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 contrary contained in Section 1.2(a), at any time prior to the Company's filing Acceptance Date, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer by a third party unaffiliated with the Company to acquire or otherwise enter into a transaction which would result in such third party becoming the holder of at least a majority of the Schedule 14D-9 outstanding shares of Company Common Stock is made to the Company and is not withdrawn; (ii) the Company provides Parent with the SEC. The Company agrees to provide Parent and its counsel copies at least two business days' prior notice of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders meeting of the Company's board of directors or any committee thereof at which such board of directors or such committee will determine whether such offer is a Superior Offer; (iii) the Company's board of directors determines in good faith (after taking into account the advice of Banc of America Securities LLC or another independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Offer; (iv) the Company's board of directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in each case as and light of such Superior Offer, the failure to the extent required by applicable securities laws.withdraw or modify such

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) its Board of Directors (the "Board" or "Board of Directors") (at a meeting or meetings duly called and heldheld prior to the date hereof) has (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including terms of each of the Offer and the Merger (as defined in Section 2.1 hereof)hereinafter defined) are advisable and fair to, are fair to and in the best interests of of, the stockholders shareholders of the Company, (iiB) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated thereby, hereby (including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended ) (the "DGCL"), (iiiC) resolved to recommend acceptance of the Offer and approval and adoption of the plan of merger (as such term is used in Section 14A:10-1 of the Corporation Law and attached as Exhibit B hereto (the "PLAN OF MERGER")) contained in this Agreement by the holders shareholders of the Company Common Stock; and directed that the Plan of Merger be submitted to the shareholders of the Company for approval, (D) taken all necessary steps to render the New Jersey Shareholders Protection Act (Sections 14A:10A-1 to 14A:10A-9 of the Corporation Law) inapplicable to Parent and Purchaser and to the Merger and the acquisition of Shares pursuant to the Offer and (bE) Furmxx Xxxx XXX resolved to elect, to the extent permitted by law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (the collectively, "Financial AdvisorTAKEOVER LAWS") of any jurisdiction that may purport to be applicable to this Agreement (PROVIDED, HOWEVER, that prior to the purchase of any Shares pursuant to the Offer, such consent, determination, recommendation, rendering and election by the Company's Board of Directors specified in Section 1.02(a)(i) above may be withdrawn, modified, rescinded or amended if the Company's Board of Directors determines to accept a Superior Proposal (as defined in Section 6.02(f) below)), and (ii) Prudential Securities Incorporated ("PRUDENTIAL"), the Company's financial advisor, has delivered to the Company's Board its of Directors an opinion to the effect that, as of that the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to the Company's shareholders is fair to such holders fair, from a financial point of view (view, to such shareholders. The Company hereby represents that it has obtained all necessary consents to permit the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws inclusion of the fairness opinion of Prudential in the Offer Documents and the Proxy Statement (as defined in Section 4.1(c)(iibelow). (b) after consultation with independent counselUpon commencement of the Offer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the recommendation referred to recommendations of its Board of Directors described in clause (iiiSection 1.02(a) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information hereby consents to the Company inclusion of such recommendations in a timely manner) the Offer Documents and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause shall disseminate the Schedule 14D-9 to be filed on shareholders of the same date Company as Sub's Tender Offer Statement on required by Rule 14D-9 promulgated under the Exchange Act. The Company shall cooperate with Parent and Purchaser to include a copy of the Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together 14D-9 with the Offer Documents; PROVIDED that in any event Documents mailed or furnished to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferCompany's shareholders. Parent and its Purchaser shall provide the Company all information reasonably requested by the Company for inclusion in the Schedule 14D-9. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of Purchaser with, and to consult with Parent and Purchaser regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the upon receipt thereof. Parent, Sub Purchaser and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees agree to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable securities lawslaw.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that (a) its Board board of Directors (the "Board" or "Board of Directors") (directors, at a meeting duly called and held) , has by the unanimous vote of all directors of the Company (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are fair to and in the best interests of the stockholders of the Company’s stockholders, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 in accordance with the requirements of the Delaware General Corporation Law, as amended Law (the "“DGCL"”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend acceptance that stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement (the recommendation of the Company’s board of directors that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement being referred to as the “Company Board Recommendation”), and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement, including, without limitation, Section 203 of the DGCL, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement. Subject to Section 5.3: (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (B) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution by the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer to Purchase and approval and adoption related documents) disseminate to holders of this Agreement by the holders shares of Company Common Stock; , in each case as and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect thatextent required by applicable federal securities laws, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (with respect to the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to Section 5.3, shall reflect the Company Board Recommendation. 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 thereunderthereunder and other applicable Legal Requirements. Each of Parent, Acquisition Sub and the "Exchange Act"), so long as Parent Company 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 furnished such information to become false or misleading in any material respect, and the Company in a timely manner) and further agrees to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to be disseminated to holders of shares of Company Common Stock, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent 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 (including any amendment thereto) prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt of such comments. (c) The Company will promptly furnish Parent and Acquisition Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the receipt thereof. Parent, Sub names and the addresses of all record holders of shares of Company each agree promptly to correct any information provided by it for use Common Stock and lists of securities positions of shares of Company Common Stock held in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companystock 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 or Acquisition Sub may reasonably request in connection with the Offer and the Merger. Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver to the extent required by applicable securities lawsCompany or destroy, and will use their reasonable efforts to cause their agents to deliver to the Company or destroy, all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. The Company hereby approves of and consents to the Offer and represents that and warrants that, subject to the terms and conditions set forth in this Agreement, (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), 2.1) are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance resolved to recommend acceptance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and approval and adoption of this Agreement by stockholders of the MergerCompany, and such approval constitutes approval for purposes of (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Merger and (iiiiv) resolved to recommend acceptance elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the Offer and approval and adoption of DGCL that may purport to be applicable to the Offer, the Merger or the transaction contemplated by this Agreement by the holders of Company Common Stock; and Agreement, (b) Furmxx Xxxx XXX (Lazard Freres & Co. LLC, the "Financial Advisor") Company's investment banker, has delivered to the Board of Directors of the Company its written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereintherein and as of the date thereof, the cash consideration to be received by paid to the holders Company's stockholders in the Offer and Merger is fair, from a financial point of view, to those stockholders, and such opinion has not been withdrawn or modified and (c) each of the Administrative Committee (the "Administrative Committee") of the employee common stock ownership plan of the Company Common Stock in (the "ESOP") and the Trustee (the "Trustee") of the ESOP Trust (the "ESOP Trust") has advised the Company that, as of the date hereof, it has conducted such review of the terms of the Offer and the Merger is fair as it deems appropriate and has determined that, if the Offer were consummated on the date hereof at the price and on the terms set forth in this Agreement on the date hereof, and subject to their satisfaction with the information to be set forth in the Offer Documents, the Administrative Committee would follow the proper directions of the ESOP participants, and the Trustee would follow the proper directions of the Administrative Committee, as the case may be, to tender Shares owned by the ESOP Trust. The Company has been authorized by Lazard Freres & Co. LLC to permit the inclusion of such firm's fairness opinion (and, subject to such holders from firm's approval, a financial point of view (reference thereto) in the "Fairness Opinion"). Subject Offer Documents and in the Schedule 14D-9 referred to its fiduciary duties under applicable Laws (below and the Proxy Statement, as defined in Section 4.1(c)(ii6.1(a)) after consultation . Contemporaneously with independent counselthe commencement of the Offer, the Company hereby agrees will, subject to the terms and conditions set forth in this Agreement, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to recommendations of its Board of Directors in clause (iii) above (and the information required by Section 14(f) favor of the Securities Exchange Act Offer and Merger and will permit the inclusion in the Offer Documents of 1934such recommendations, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information in each case subject to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders provisions of the CompanySection 5.1(e). The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally Sub will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become becomes false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders holders of the CompanyShares, in each case as and to the extent required by law. Parent and its counsel will have a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide Parent and its counsel with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the applicable securities lawsrequirements of the Exchange Act and the rules and regulations under the Exchange Act. The Company further agrees that neither the Schedule 14D-9, nor any related amendments nor any information supplied by the Company specifically for inclusion in the Offer Documents (but excluding statements made in any of the foregoing documents based on information supplied by Parent or Sub or any of their affiliates specifically for inclusion therein) will, at the respective times the Schedule 14D-9 or Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain an untrue statement of a 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 are made, not misleading.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company at a meeting duly called and held has duly adopted resolutions (i) approving this Agreement, the Stockholders Agreement, the Offer and the Merger, (ii) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company, and the holders of shares of Common Stock and the holders of shares of Exchangeable Preferred and (iii) recommending that the Company's stockholders accept the Offer and tender their Shares and approve the Merger and this Agreement. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents and represents warrants that (a) its Board of Directors has received the written opinions (the "Board" or "Board of DirectorsFairness Opinions") of Xxxxxxx Xxxxx Xxxxxx and X.X. Xxxxxx Securities Inc. (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectivelytogether, the "Transaction DocumentsFinancial Advisors") and that the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company shares of Common Stock in and the holders of shares of Exchangeable Preferred pursuant to the Offer and the Merger is fair to such holders from a financial point of view view. The Company has been authorized by the Financial Advisors to permit, subject to the prior review and consent by the Financial Advisors (such consent not to be unreasonably withheld), the "inclusion of the Fairness Opinion"Opinions (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined). Subject The Company represents and warrants that its Board of Directors has taken all necessary steps to its fiduciary duties under applicable Laws render Section 203 of the DGCL inapplicable to the Offer, the Merger and the transactions contemplated by this Agreement and the Stockholders Agreement. (as defined in Section 4.1(c)(ii)b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to recommendations set forth in clause paragraph (iiia) above (and shall mail the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the CompanyCompany as required by Rule 14d-9 promulgated under the Exchange Act. The To the extent practicable, the Company will use its best efforts to cause shall cooperate with Investor in mailing or otherwise disseminating the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the appropriate Offer Documents; PROVIDED that in any event Documents to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferCompany's stockholders. Parent Investor and its counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees hereby covenants that the Schedule 14D-9 shall comply as to provide Parent form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and its counsel copies 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 written comments 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 or its counsel may receive from the SEC or its staff with respect to information supplied by Investor or Sub for inclusion in the Schedule 14D-9 14D-9. Each of the Company, Investor and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Investor and Sub and their counsel in writing 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. (c) In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Sub with a list of the holders of Shares and mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings (including Shares held by depositories) and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Sub may reasonably request in communicating the Offer to the Company's stockholders. The Company acknowledges that Sub intends to commence the Offer by sending Offer materials to the holders of the Shares and, therefore, the obligations of the Company as set forth in this subparagraph are extremely time-sensitive.

Company Actions. (a) The Company hereby consents to the --------------- Offer and represents that (a) its Board of Directors (the "Board" or "Board of Managing Directors") (, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are is fair to and in the best interests of the stockholders of the Company's stockholders, (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the MergerOffer, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that the stockholders of the Company accept the Offer and approval and adoption of this Agreement by tender their Shares thereunder to the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") Purchaser. Xxxxxx Xxxxxxx & Co. Incorporated has delivered to the Board of Managing Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration Offer Price to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view view. (b) Concurrently with the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselcommencement of the Offer, the Company hereby agrees to shall file with the SEC Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall contain the recommendation referred to in clause (iii) above (and the information required by of Section 14(f1.3(a) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Companyhereof. The Company represents that the Schedule 14D-9 will use its best efforts comply in all material respects with the provisions of the Exchange Act and any other applicable federal securities laws. No representation is made by the Company with respect to information supplied by the Purchaser for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act and any other applicable federal securities laws. Each of the Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (one hand, and the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or and 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 Commission and to be disseminated to holders of the Shares to the extent required by applicable federal securities laws. The Purchaser and its counsel shall be given the opportunity to review the Schedule 14D-9 before it is filed with the Commission. In addition, the Company agrees to provide the Purchaser, and its counsel in writing with any comments the Company or its counsel may receive from time to time from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish the Purchaser with such information and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company, in each case as and . Subject to the extent required by applicable securities lawsrequirements of law, and except for such steps as are necessary to disseminate the Offer Documents, the Purchaser, and each of its affiliates and associates shall hold in confidence the information contained in any such labels, lists and files, shall use the information contained in any such labels, lists and files only in connection with the Offer and, if this Agreement shall be terminated pursuant to Article VII hereof, shall deliver to the Company all copies and extracts of such information then in their possession or under their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has , at which all directors were present (i) determined that in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including approving the Offer and the Merger, and such approval constitutes approval for purposes taking all action necessary to render the provisions of Section 203 of the Delaware General Corporation LawDGCL (as defined below) inapplicable to the Offer, as amended (the "DGCL")Merger and the Stockholder Agreements, (iii) resolved to recommend acceptance determining that the terms of the Offer and approval the Merger are fair to, and adoption of this Agreement by in the best interests of, the Company's stockholders and recommending that holders of Company Common Stock; Shares accept the Offer and (b) Furmxx Xxxx XXX (that the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of Company's stockholders approve this Agreement and based upon the Merger. The Company represents and subject to warrants that its Board of Directors has received the matters set forth therein, opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the cash proposed consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-914D- 9") containing the recommendation referred to described in clause paragraph (iii) above (a), and the information required by Section 14(f) of Company shall cause to be disseminated the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to holders of Shares as and to the stockholders extent required by applicable Federal securities laws. Each of the Company. The , Parent and Sub 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, and the Company will use its best efforts further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to holders of Shares, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company each agree shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to correct any such date, together with copies of all lists of stockholders, security position listings and computer files and all other information provided by it for use in the Schedule 14D-9 if and Company's possession or control, to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees reasonably available to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in each case as and communicating the Offer to the extent required by Company's stockholders. Subject to the requirements of applicable securities lawslaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (and warrants to Parent and Purchaser that, at a meeting duly called and held) held prior to the date hereof, the Company Board has unanimously, upon the terms and subject to the conditions set forth herein, (i) determined that the terms of this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, are advisable and such approval constitutes approval for purposes of Section 203 fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Delaware General Corporation Law, as amended (the "DGCL")Company and its stockholders and declared it advisable to enter into this Agreement, (iii) resolved to recommend acceptance approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreement, including the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (Merger, upon the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon terms and subject to the matters set forth thereinconditions contained herein and (iv) resolved to make the Company Board Recommendation. The Company hereby consents to the inclusion of the foregoing determinations and approvals and the Company Board Recommendation in the Offer Documents, unless the Company Board has effected a Company Adverse Recommendation Change to the extent permitted by Section 8.2. (b) In connection with the Offer and the Merger, the cash consideration Company shall, or shall cause its transfer agent to, promptly furnish Parent and Purchaser with such assistance and such information as Parent or its agents may reasonably request in order to be received by the holders of Company Common Stock in disseminate and otherwise communicate the Offer and the Merger is fair to such the record and beneficial holders from of shares of Company Stock, including a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (list, as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act most recent practicable date, of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, mailing labels and any available listing or computer files containing the names and addresses of all record and beneficial holders of shares of Company Stock, and lists of security positions of shares of Company Stock held in each case stock depositories (including lists of stockholders, mailing labels, listings or files of securities positions), and shall promptly furnish Parent and Purchaser with such additional information and assistance (including updated lists of the record and beneficial holders of shares of Company Stock, mailing labels and lists of security positions) as Parent and Purchaser or their agents may reasonably request in order to communicate the Offer and the Merger to the extent required by holders of shares of Company Stock. Subject to applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser (and their respective agents) shall (i) hold in confidence the information contained in any such lists of stockholders, mailing labels and listings or files of securities lawspositions, (ii) use such information only in connection with the Offer and the Merger and (iii) if this Agreement is terminated pursuant to Section 10.1, promptly return to the Company or destroy (and shall use their respective reasonable efforts to cause their agents to return or destroy) any and all copies and summaries of, and any extracts from, such information then in their possession or control.

Company Actions. (a) The Company hereby consents shall, after affording Crane a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of shares of Company Common Stock, as promptly as practicable on the date of the filing by Crane and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Board of Directors of the Company that holders of shares of Company Common Stock tender their shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has (i) determined by vote of its directors that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are is fair to and in the best interests of the stockholders of the CompanyCompany and its shareholders, (ii) approved the executionOffer, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, the Stock Option Agreement and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL")Shareholder Agreements, (iii) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company's shareholders, and (biv) Furmxx taken all other action necessary to render Section 2538 and Subchapter F of Chapter 25 of the PBCL and the Rights inapplicable to the Offer and the Merger. Such recommendation and approval may be withdrawn, modified or amended only to the extent permitted by Section 5.02(b). The Company further represents that, prior to the execution hereof, Xxxx XXX (the "Financial Advisor") Xxxxx Xxxx Xxxxxx, Inc. has delivered to the Board of Directors of the Company its written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAugust 10, 1998, the cash consideration to be received by the holders of shares of Company Common Stock in pursuant to the Offer and the Merger is fair to such holders the Company's shareholders from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion in Section 4.1(c)(ii)) after consultation with independent counsel, the Offer Documents of the recommendation of the Board of Directors of the Company hereby agrees to file described in this Section 1.02(a). (b) The Company represents that 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 a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be first published, sent or given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing shareholders, 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 made therein, in light of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they were made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to information supplied by Crane or the Purchaser in writing expressly for inclusion in the Schedule 14D-9 14D-9. Each of the Company, on the one hand, and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub Parent and the Company each agree Purchaser, on the other hand, agrees promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the Companyshares of Company Common Stock, in each case case, as and to the extent required by applicable federal securities lawslaw. (c) In connection with the Offer, the Company will promptly furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of shares of Company Common Stock as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of shares of Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the Company's record and beneficial shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Crane, the Purchaser and their affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves ---------------- of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has , at which all directors were present and all of whom were Continuing Directors (i) determined that as defined in Article TENTH of the Certificate of Incorporation of the Company), duly and unanimously adopted resolutions approving this Agreement, the Option Release Offer, the Merger and the Stockholder Agreement, determining that the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of the stockholders of of, the Company, (ii) approved the execution, delivery 's stockholders and performance recommending that holders of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including Shares accept the Offer and that the Merger, Company's stockholders approve and such approval constitutes approval for purposes adopt this Agreement. The Company represents that its Board of Section 203 Directors has received the opinion of Lazard Freres & Co. LLC that the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer Offer, and by holders of Shares and Class B Shares pursuant to the Merger Merger, is fair to such holders from a financial point of view view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares (other than Shares issued under the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws 1979 Stock Option Plan (as defined in Section 4.1(c)(ii4.10(i)) after consultation owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred described in paragraph (a) (subject to the right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in clause (iii) above (Section 6.02(b)), and the information required by Section 14(f) of Company shall cause to be disseminated the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to holders of Shares as and to the stockholders extent required by applicable Federal securities laws. Each of the Company. The , Parent and Sub 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, and the Company will use its best efforts further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to holders of Shares, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares and Class B Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares and Class B Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. ParentSubject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any all copies of such information shall have become false then in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawscontrol.

Company Actions. (a) The Company hereby approves of and --------------- consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (at a meeting Company has duly called and held) has (i) determined that adopted resolutions unanimously approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, determining that the Merger is advisable and such approval constitutes approval for purposes of Section 203 of that the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance terms of the Offer and approval Merger are fair to, and adoption of this Agreement by in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and that the holders of Class A Common Stock approve the Merger. The Company Common Stock; and (b) Furmxx Xxxx XXX represents that its Board of Directors has received the opinion of Xxxxxxx, Xxxxx & Co. (the "Financial Advisor") has delivered to that the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company shares of Common Stock in pursuant to the Offer and the Merger is fair to such holders from holders. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor (unless such consent is innappropriate under the circumstances), the inclusion of such fairness opinion and a financial point of view (reference thereto in the "Fairness Opinion"). Subject Schedule 14D-9 referred to its fiduciary duties under applicable Laws (as defined below, and the Proxy Statement referred to in Section 4.1(c)(ii7.1 and the Information Statement referred to in Section 3.3. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing and shall mail the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Subject to the fiduciary duties of the Board of Directors of the Company will use its best efforts to cause under applicable law as determined by the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together Board of Directors in good faith after consultation with the Offer Documents; PROVIDED that in any event Company's outside counsel, and subject to the terms of this Agreement, the Schedule 14D-9 shall be filed and mailed no later than 10 business days following contain the commencement of the Offerrecommendations described in paragraph (a) above. Parent and its counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees Schedule 14D-9 shall comply as to provide Parent form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and its counsel copies 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 written comments 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 or its counsel may receive from the SEC or its staff with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9 14D-9. Each of the Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the Companyshares of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company agrees to provide Parent and Sub and their counsel in writing 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. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the documents constituting the Offer and any other documents necessary to consummate the Merger, Parent and Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) unanimously determined that each of the Agreement, the Offer, and the Merger are advisable and fair to, and in the best interests of, the stockholders of the Company, (ii) unanimously approved, without condition or qualification, this Agreement, the Option Release Stockholders Agreement, the Non-Compete and Termination Agreement Offer, the acquisition of Shares pursuant to the Offer, and the Termination Merger for purposes of Section 203 of the DGCL (the "SECTION 203 APPROVAL"), so that the provisions of Section 203 of the DGCL are not applicable to the transactions provided for, referred to, or contemplated by, this Agreement, (iii) received the opinion of Cruttenden Roth Xxxorporated, financial advisor to the Company (the "FINANCIAL ADVISOR"), to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and Release Agreement the Merger Consideration pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (collectivelyiv) approved this Agreement, the "Transaction Documents") Stockholders Agreement, and the transactions contemplated hereby or and thereby, including the Offer and the Merger (as defined in Section 2.1 hereofcollectively, the "TRANSACTIONS"), are fair and (v) resolved to and in the best interests of unanimously recommend that the stockholders of the CompanyCompany accept the Offer, (ii) approved the executiontender their Shares thereunder to MergerSub, delivery and performance of the Transaction Documents by the Company approve and the consummation of the transactions contemplated thereby, including the Offer adopt this Agreement and the Merger, . The Company has been advised by each of its directors and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, each executive officer who as of the date of this Agreement and based upon and subject hereof is actually aware (to the matters set forth thereinknowledge of the Company) of the Transactions that each such person either intends to tender pursuant to the Offer all Shares owned by such person or vote all Shares owned by such person in favor of the Merger, whether or not such person is a party to the Stockholders Agreement. (b) In connection with the Offer, the cash consideration Company will promptly furnish or cause to be received by furnished to MergerSub mailing labels, security position listings, and any available listings or computer files containing the names and addresses of all holders of Company Common Stock record of the Shares as of a recent date, and shall furnish MergerSub with such additional information (including, updated lists of holders of the Shares and their addresses, mailing labels, and lists of security positions) and such assistance as MergerSub or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, MergerSub and its affiliates and associates shall hold in confidence the information contained in any such labels, listings, and files and all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counseland, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934if this Agreement shall be terminated, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information will deliver to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders all copies, extracts, or summaries of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders possession of the Company, in each case as and to the extent required by applicable securities lawstheir agents.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) the making of any offer and proposal and the taking of any other action by Parent or Sub in connection with this Agreement, the Company Option Agreement and the Stockholder Option Agreements and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Confidentiality Agreement, dated November 3, 1997, between Parent and the Company (the "CONFIDENTIALITY AGREEMENT"), (ii) its Board of Directors (the "Board" or "Board of Directors") (at a meeting meetings duly called and held) has unanimously (iw) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), hereinafter defined) are fair to and in the best interests of the Company and the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiix) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by such stockholders of the holders Company; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended if the Company's Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that it is required to do so in the exercise of its fiduciary obligations under applicable law, (y) taken all necessary steps to render the restrictions of Section 203 of the DGCL inapplicable to the Merger, the Company Common Stock; Option Agreement, the Stockholder Option Agreements and the acquisition of Shares pursuant to the Offer and the Options and (bz) Furmxx Xxxx XXX resolved to elect, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of antitakeover laws and regulations (the collectively, "Financial AdvisorTAKEOVER LAWS") of any jurisdiction that may purport to be applicable to this Agreement, the Company Option Agreement, or the Stockholder Option Agreements and (iii) Xxxxxxxx Xxxxx Xxxxxx & Xxxxx ("XXXXXXXX"), the Company's independent financial advisor, has delivered to advised the Company's Board its opinion to the effect of Directors that, as of the date of this Agreement and based upon and subject to the matters set forth thereinin its opinion, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to the Company's stockholders is fair to such holders fair, from a financial point of view view, to such stockholders. (b) Upon commencement of the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934containing, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information subject to the Company in a timely manner) and to mail such Schedule 14D-9 fiduciary duties of its Board of Directors to the stockholders of the Company. The Company will use under applicable law, as determined in good faith following the receipt of advice of outside legal counsel, the recommendations of its best efforts Board of Directors described in Section 1.02(a) and hereby consents to cause the inclusion of such recommendations in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event Documents mailed or furnished to the Schedule 14D-9 shall be filed Company's stockholders. Parent, Sub and mailed no later than 10 business days following the commencement of the Offer. Parent and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of Sub with, and to consult with Parent and Sub regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , duly and unanimously adopted resolutions approving this Agreement and each Company Ancillary Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of determining that the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance terms of the Offer and approval the Merger are fair to, and adoption of this Agreement by in the holders of Company Common Stock; best interests of, the Company's stockholders and (b) Furmxx Xxxx XXX (recommending that the "Financial Advisor") has delivered Company's stockholders accept the Offer and tender their shares pursuant to the Board its opinion to the effect that, as of the date of Offer and approve and adopt this Agreement and based upon the Company Ancillary Agreements and subject to the matters set forth therein, Merger. The Company represents that its Board of Directors has received the cash opinion of Broadview Associates LLC that the proposed consideration to be received by the holders of shares of the Company Common Stock in pursuant to the Offer and the Merger is fair to such holders from a financial point of view view, and a complete and correct signed copy of such opinion will be promptly delivered by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a) (subject to Section 5.2) and will use all reasonable efforts to obtain the "Fairness Opinion"). Subject consent of Broadview Associates LLC to its fiduciary duties under applicable Laws the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in the preceding sentence. (as defined in Section 4.1(c)(ii)b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Offer (such Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent14D-9, Sub and the Company each agree promptly as amended from time to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information 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 time, together with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.all

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) has , has, in light of and subject to the terms and conditions set forth herein, unanimously (ix) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including consideration to be paid for each Share in the Offer and the Merger (as defined in Section 2.1 hereof), are is fair to the stockholders of the Company and the Offer and the Merger are otherwise in the best interests of the Company and its stockholders of the Company, and (iiy) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby by the holders stockholders of the Company Common Stock; and (bii) Furmxx Xxxx XXX (Goldxxx Xxxhx & Xo., the "Financial Advisor") Company's financial advisor, has delivered rendered to the Board its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders stockholders of the Company Common Stock in pursuant to the Offer and the Merger is fair to such holders from a financial point of view stockholders. (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)b) after consultation with independent counsel, the The Company hereby agrees promptly to prepare and, after review by the Purchaser, to file with the SEC and to mail to its stockholders, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9") containing the recommendation referred described in Section 1.2(a) hereof and to in clause (iii) above (and disseminate the information Schedule 14D-9 as required by Section 14(f) of Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"); provided, so long as Parent shall have furnished such information however, that, subject to the Company in a timely manner) and to mail provisions of Article IX, such Schedule 14D-9 recommendation may be withdrawn, modified or amended to the stockholders extent that the Board deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised in writing by outside counsel. Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentother hand, Sub and the Company each agree promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the Company will promptly furnish the Purchaser with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of Shares as of the most recent practicable date and will furnish the Purchaser with such information (which subject to applicable law shall be held in confidence) and assistance as the Purchaser or its agents or representatives may reasonably request in connection with the preparation of the Offer and communicating the Offer to the record and beneficial holders of the Shares.

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has unanimously (ia) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (iib) approved this Agreement, the executionOffer, delivery and performance of the Transaction Documents by the Company Merger and the consummation of the transactions contemplated therebyStockholders Agreement, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation LawGCL, as amended and (the "DGCL"), (iiic) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the holders stockholders of the Company Common Stock; and (b) Furmxx Xxxx XXX (which approval constitutes approval of each of the "transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor") Advisor has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to such the holders of shares of Company Common Stock from a financial point of view (the "Fairness Opinion")view. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the recommendation referred to in clause (iii) above SEC (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). The Company will use its best efforts to cause the Such Schedule 14D-9 to shall be filed on the same date as SubPurchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that . Each of the Company, Parent, and Purchaser agrees promptly to correct any information provided by it for use in any event the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and mailed no later than 10 business days following disseminated to the commencement holders of shares of Company Common Stock, in each case, as and to the Offerextent required by applicable federal securities Laws. Parent The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent Purchaser and its counsel copies of in writing with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that (a) its Board board of Directors (the "Board" or "Board of Directors") (directors, at a meeting duly called and held) has held or pursuant to unanimous written action, has: (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, specifically including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are fair to and in the best interests of the stockholders of the Company, Company and its shareholders; (ii) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 in accordance with the requirements of the Delaware General West Virginia Business Corporation Law, as amended Act (the "DGCL"“WVBCA”), (iii) approved the Tender and Voting Agreement and the transactions contemplated thereby (iv) resolved to recommend acceptance that shareholders of the Company accept the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders tender their shares of Company Common Stock in and the Rights pursuant to the Offer and adopt and approve this Agreement and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion")“Company Board Recommendation”) and (v) irrevocably resolved to elect, to the extent of the Company’s board of directors’ power and authority and to the extent permitted by law, not to be subject to any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Tender and Voting Agreement or the transactions contemplated hereby and thereby. Subject Finally, the Company represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions to its fiduciary duties under applicable Laws provide for the treatment of Company Options (as defined in Section 4.1(c)(ii)3.2(b) after consultation with independent counselbelow) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby agrees consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) 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 (with respect to the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect, subject to Section 5.3, the Company Board Recommendation. 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 thereunderthereunder and other applicable Law. Each of Parent, Acquisition Co. and the "Exchange Act"), so long as Parent Company 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 furnished such information to become false or misleading in any material respect, and the Company in a timely manner) and further agrees to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to be disseminated to holders of shares of Company Common Stock, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent 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 (including any amendment thereto) prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Co. with a list of its shareholders, mailing labels and any available listing or computer file containing the receipt thereof. Parent, Sub names and the addresses of all record holders of shares of Company each agree promptly to correct any information provided by it for use Common Stock and lists of securities positions of shares of Company Common Stock held in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companystock depositories, in each case as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Co. may reasonably request in connection with the Offer and the Merger. Parent and Acquisition Co. and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver to the extent required by applicable securities lawsCompany or destroy (as requested), and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy (as requested), all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (ai) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , duly adopted resolutions approving this Agreement; (ii) the Board of Directors of the Company, the Option Release Agreementat a meeting duly called and held, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including duly adopted resolutions approving the Offer and the Merger (as defined and effecting the other actions referred to in Section 2.1 hereof5.27 of this Agreement); (iii) the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions determining that the terms of the Offer and the Merger are fair to to, and in the best interests of, the Company and the Company Stockholders; (iv) the Board of the stockholders Directors of the Company, at a meeting duly called and held, duly adopted resolutions recommending that the Company Stockholders accept the Offer, tender their shares pursuant to the Offer and approve the Merger and this Agreement, if required (ii) approved the execution"RECOMMENDATIONS"); provided, delivery and performance however, that the Board of Directors of the Transaction Documents Company may withdraw, modify or amend the Recommendations as provided by Section 6.3(d) of this Agreement; (v) the Company and the consummation Board of Directors of the transactions contemplated therebyCompany, including at a meeting duly called and held, duly adopted resolutions approving the acquisition of Company Common Stock by Sub pursuant to the Offer and the Merger, other transactions contemplated by this Agreement; and such approval constitutes approval for purposes (vi) the Genesis Merger Agreement and the Voting Agreements have been terminated in accordance with their respective terms (but in no event with aggregate payments in excess of those specified in Section 203 7.2 of the Delaware General Corporation LawGenesis Merger Agreement) or otherwise on terms satisfactory to Parent and Sub. The Company hereby consents to the inclusion in the Offer Documents of the Recommendations and represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinion of Candlewood Partners, as amended LLC (the "DGCLCOMPANY FINANCIAL ADVISOR") in the Schedule 14D-9 (as defined below) and, in each case, as necessary, the proxy statement (including the form of proxies) or information statement relating to the vote of the Company Stockholders with respect to this Agreement (as amended, supplemented or modified, the "PROXY/INFORMATION STATEMENT"), (iii) resolved . The Company has been advised by each of its directors and executive officers that each such person intends to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders tender all shares of Company Common Stock in owned by such person pursuant to the Offer and Offer. (b) As promptly as practicable on the Merger is fair date of the filing of the amendment to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselSchedule TO, the Company hereby agrees to shall file with the SEC a Commission an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on August 20, 2002 (such Schedule 14D-9, and the documents included therein, together with any supplements or amendments thereto, the "Schedule SCHEDULE 14D-9") containing the recommendation referred to in clause (iii) above (Recommendations and shall mail the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the CompanyCompany Stockholders. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED agrees that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following comply in all material respects with the commencement requirements of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Exchange Act and, on the Schedule 14D-9 prior date filed with the Commission and on the date first published, sent or given to the Company's filing Company 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 Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they were made, not misleading; provided that no covenant is made by the Company or its counsel may receive from the SEC or its staff with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9 14D-9. Each of the Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC Commission and to be disseminated to the stockholders of the CompanyCompany Stockholders, 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 upon the Schedule 14D-9 prior to its filing with the Commission or dissemination to the Company Stockholders. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company Stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are fair to and advisable to, and in the best interests of of, the stockholders of the CompanyCompany and its stockholders, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company of this Agreement and the consummation of the transactions contemplated therebyby this Agreement, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares provided that such recommendation may be withdrawn, modified or amended only in accordance with the provisions of Section 6.3, (iv) acknowledged that such approval constitutes approval is effective for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiv) resolved to recommend acceptance elect, to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws and Regulations of any jurisdiction that may purport to be applicable to this Agreement, (vi) taken all necessary steps to render the restrictions of Section 203 of the Offer DGCL inapplicable to the Merger, Parent, Merger Subsidiary, and approval the acquisition of Shares pursuant to the Offer, this Agreement, the Stockholder Tender and adoption of this Agreement by Voting Agreements and the holders of Company Common Stock; transactions contemplated hereby and thereby, and (bvii) Furmxx Xxxx XXX (authorized that the "Financial Advisor"Merger be governed by Section 251(h) has delivered to the Board its opinion to the effect that, as of the date of this Agreement DGCL and based upon and subject to consummated as soon as practicable following the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws consummation (as defined in Section 4.1(c)(ii)251(h) after consultation with independent counsel, of the DGCL) of the Offer. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company hereby agrees described in the first sentence of this Section 2.2(a), subject to the Company’s rights to withdraw, modify or amend its recommendation only in accordance with the provisions of Section 6.3. (b) The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the "“Schedule 14D-9"”) containing that shall reflect, subject to the provisions of Section 6.3, the recommendation of the Company’s Board of Directors referred to in clause (iiiSection 2.2(a) above (above, and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause disseminate the Schedule 14D-9 to be filed on stockholders of the same date Company as Sub's Tender Offer Statement on Schedule 14D-1 (required by Rule 14D-9 promulgated under the "Schedule 14D-1") is filed Exchange Act. To the extent practicable, the Company shall cooperate with Parent and mailed together with the Offer Documents; PROVIDED that Merger Subsidiary in any event mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the holders of Shares. The Schedule 14D-9 shall be filed and mailed no later than 10 business days following comply in all material respects with the commencement provisions of applicable federal securities Laws. The Company shall deliver copies of the Offer. proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel counsel, and Parent and Merger Subsidiary shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company agrees to provide Parent (i) copies of, and to consult with Parent and its counsel copies of regarding any written comments the Company or its counsel that may receive be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt thereof and (ii) a reasonable opportunity to participate in the receipt thereof. Parent, Sub and response of the Company each agree to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Each of the Company, Parent and Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders of the Company, in each case Company as and to the extent required by applicable securities lawsLaw. (c) In connection with the Offer, the Company shall promptly furnish Parent with (or cause Parent to be furnished with) mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, deliver to the Company (or destroy) all copies of such information or extracts therefrom then in their possession or under their control.

Company Actions. (a) The Company hereby consents to the Offer and represents that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held, by a unanimous vote of the directors present at the meeting (with the exception of directors abstaining due to any actual or potential conflict of interest) (A) has (i) determined that approved this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents"including all terms and conditions set forth herein) and the transactions contemplated hereby or therebyTransactions, including (B) subject to the terms and conditions set forth herein, declared that this Agreement is advisable and that the terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of the stockholders of of, the Company's stockholders (other than Parent and its affiliates) and (C) subject to the terms and conditions set forth herein, recommended that the Company's stockholders (other than Parent and its affiliates) accept the Offer, tender their Shares thereunder to the Purchaser and, if applicable, vote to adopt this Agreement; and (ii) approved the executionSpecial Committee, delivery at a meeting duly called and performance held, has unanimously (A) determined that the terms of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is are fair to, and in the best interests of, the stockholders of the Company (other than Parent and its affiliates), (B) subject to such holders from a financial point the terms and conditions set forth herein, recommended that the Company's Board of view Directors approve this Agreement and declare its advisability, and (C) subject to the "Fairness Opinion")terms and conditions set forth herein, recommended that the stockholders of the Company (other than Parent and its affiliates) accept the Offer and tender their Shares pursuant to the Offer. Subject The Company represents that it has elected not to be governed by Section 203 of the DGCL in accordance with the provisions thereof. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of its fiduciary duties under applicable Laws Board of Directors and the Special Committee described in this Section 1.2(a) of the immediately preceding sentence. (as defined in Section 4.1(c)(ii)b) after consultation Substantially concurrently with independent counselthe filing of the Schedule TO/A, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on an amended Schedule 14D-9 (the "Schedule 14D-914D- 9/A") containing which shall contain, among other things, the recommendation recommendations referred to in clause (iiiSection 1.2(a) above (hereof; provided, however, that such recommendations may be withdrawn, modified or amended, in each case in accordance with the provisions of Section 5.2 of this Agreement. The Schedule 14D-9/A shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the information 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 by Section 14(f) to be stated therein or necessary in order to make the statements therein, in light of the Securities Exchange Act of 1934circumstances under which they were made, as amended (together with all rules and regulations thereundernot misleading, the "Exchange Act"), so long as Parent shall have furnished such information to except that no representation is made by the Company with respect to information regarding Parent or the Purchaser in the Schedule 14D-9/A which was previously included in any SEC Document filed by Parent or the Purchaser and not superseded by a timely manner) and to mail such Schedule 14D-9 to later SEC Document filed by Parent or the stockholders Purchaser as of the Companydate of inclusion. The Company will use its best efforts further shall take all steps necessary to cause the Schedule 14D-9 14D-9/A to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to be disseminated to holders of Shares, in any event the Schedule 14D-9 shall be filed each case as and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SECextent required by applicable federal securities laws. The Company agrees to provide shall promptly correct, and Parent and its counsel copies of any written comments Purchaser agree to notify the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentas to, Sub and the Company each agree promptly to correct any information provided by it for use regarding any of them respectively in the Schedule 14D-9 14D-9/A if and to the extent that any such information it shall have become false or and misleading in any material respect and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9/A as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9/A (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, the Company shall provide Parent, the Purchaser and their counsel in writing with any comments or other communications the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9/A promptly after receipt of such comments or other communications and with copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) In connection with the Offer, the Company has elected and agrees to promptly communicate the Offer to the stockholders of the Company and promptly furnish or cause to be furnished to the stockholders of the Company the Offer Documents, to the full extent and in the manner required by federal securities laws. (d) Notwithstanding anything in this Agreement to the contrary, during the period from and after the date hereof but prior to the Effective Time (as defined herein), the Board of Directors of the Company shall delegate to the Special Committee, the sole responsibility for (i) any termination and, to the fullest extent permitted by law, any amendment or modification of this Agreement on behalf of the Company, (ii) any waiver of any of the Company's rights or remedies hereunder, (iii) any extension of the time for performance of Parent's or Purchaser's obligations hereunder, (iv) any agreement or understanding with Parent or Purchaser providing for the termination of the Offer and (v) any enforcement of the Company's rights or remedies under this

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) the disinterested members of its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) has , have (i) unanimously determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including terms of the Offer and the Merger (as defined in Section 2.1 hereof), 1.4) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer Offer, the Merger and the MergerShareholders Agreement ("Shareholders Agreement"), dated the date of this Agreement, among Parent, the Purchaser and certain shareholders of the Company (collectively, the "Transactions"), and such approval constitutes approval of the Offer, this Agreement and the other Transactions, including the Merger and the Shareholders Agreement, for purposes of Section 203 00-000-000 of the Delaware General Corporation LawTennessee Business Combination Act, as amended (the "DGCLBusiness Combination Act"), such that Section 00-000-000 of the Business Combination Act will not apply to the transactions contemplated by this Agreement, and (iii) resolved to recommend acceptance that the shareholders of the Offer Company accept the Offer, tender their Shares thereunder to the Purchaser and approval approve and adoption of adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors, only after receipt of advice from outside legal counsel, failure to withdraw, modify or amend such recommendation would reasonably be expected to result in the Board of Directors violating its fiduciary duties to the Company's shareholders under applicable law and the Company pays the fees and expenses required by Section 8.1 hereof. The Company represents that the holders actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to render the relevant provisions of Company Common Stock; such Section 00-000-000 of the Business Combination Act inapplicable to the Offer, the Merger and the Shareholders Agreement. (b) Furmxx Xxxx XXX (Concurrently with the "Financial Advisor") has delivered to the Board its opinion to the effect that, as commencement of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall, subject to the provisions of Section 5.4(b), contain the recommendation referred to in clause (iii) above (and of Section 1.2(a) hereof. The Company will also file with the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended SEC a Transaction Statement on Schedule 13E-3 (together with all rules amendments and regulations thereundersupplements thereto and including the exhibits thereto, the "Exchange ActSchedule 13E-3"). The Schedule 14D-9 and Schedule 13E-3 will comply in all material respects with the provisions of applicable federal securities laws and, so long as Parent shall have furnished such information on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent or the Purchaser for inclusion in a timely manner) and to mail such the Schedule 14D-9 to the stockholders of the Companyor Schedule 13E-3. The Company will use its best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 and Schedule 13E-3 to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 and Schedule 13E-3 if and to the extent that any such information it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 and Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the Schedule 14D-9 and Schedule 13E-3 before it is filed with the SEC. In addition, the Company agrees to provide Parent, the Purchaser and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 and Schedule 13E-3 promptly after the receipt of such comments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing, or computer file containing the names and addresses of all recordholders of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance, and cause its representatives and advisors to provide such assistance, as the Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents, Parent and the Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer, and, if this Agreement is terminated, will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (at a meeting duly called and held) Company, by unanimous vote, has (i) determined that duly adopted resolutions approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, determining that the Merger is advisable and such approval constitutes approval for purposes that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and unanimously recommending that the Company's stockholders accept the Offer and approve the Merger and approve and adopt this Agreement and (ii) taken all other applicable action necessary to render (x) Section 203 of the Delaware General Corporation LawLaw of the State of Delaware and other state takeover statutes and (y) the Stockholders Rights Agreement dated as of November 1, 1995 between the Company and First Chicago Trust Company of New York, as amended as of December 15, 1998 (as further amended to date, the "DGCLRights Agreement"), (iii) resolved inapplicable to recommend acceptance of the Offer and approval and adoption the Merger. The Company represents that its Board of this Agreement by Directors has received the holders written opinion of Company Common Stock; and (b) Furmxx Xxxx XXX (Xxxxxxx Xxxxx & Company, L.L.C. that the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view view. The Company has been advised that each of its directors and executive officers intends to tender pursuant to the Offer all Shares owned of record and beneficially by him or her except to the extent such tender would violate applicable securities laws. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent and shall have furnished such information to mail the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts Subject to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event terms of this Agreement, the Schedule 14D-9 shall be filed contain the recommendation described in paragraph (a) of this Section 1.2. To the extent practicable, the Company shall cooperate with Parent and mailed no later than 10 business days following Sub in mailing or otherwise disseminating the commencement of Schedule 14D-9 with the Offerappropriate Offer Documents to the Company's stockholders. Parent and its Sub and their counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees Schedule 14D-9 shall comply as to provide Parent form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and its counsel copies 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 written comments material fact required to be stated therein or necessary in order to make the statements therein, in light of the circum stances under which they were made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to infor mation supplied by Parent or Sub in writing expressly for inclusion in the Schedule 14D-9 14D-9. Each of the Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to provide copies thereof to Parent and Sub so that they may be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Parent and Sub and their counsel in writing 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. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent and Sub with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons or entities becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Parent and Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent and Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), Transactions are fair to advisable and in the best interests of the stockholders of the Company’s stockholders, (ii) approved and declared advisable this Agreement and the execution, delivery and performance Transactions in accordance with the requirements of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the MergerDGCL, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that stockholders of the Company accept the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered tender their Shares pursuant to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters Offer (such recommendation set forth therein, in this clause (iii) the cash consideration to be received by the holders of “Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"Board Recommendation”). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(iiSections 1.2(b) and 1.2(c)) after consultation with independent counsel, the Company hereby agrees consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) None of the Company, the Board of Directors of the Company or any committee thereof shall (i)(A) withhold, fail to include in (or remove from) the Schedule 14D-9, withdraw, qualify or modify (or resolve, determine or propose to withhold, fail to include in (or remove from) the Schedule 14D-9, withdraw, qualify or modify) the Company Board Recommendation or (B) adopt, approve, recommend, submit to stockholders or declare advisable (or resolve, determine or propose to adopt, approve, recommend, submit to stockholders or declare advisable) any Acquisition Proposal (any action described in this clause (i) being referred to as an “Adverse Change Recommendation”) or (ii) adopt, approve, recommend, submit to stockholders or declare advisable (or resolve, determine or propose to adopt, approve, recommend, submit to stockholders or declare advisable), or allow any Acquired Corporation to execute or enter into, any Contract constituting or related to, or that is intended to or would be reasonably likely to lead to, any Acquisition Transaction, or requiring or reasonably likely to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (any such Contract, an “Alternative Acquisition Agreement”), except as expressly permitted by Section 1.2(c) or 5.4(a). (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Purchaser accepting, for the first time, for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”), the Company’s Board of Directors may make an Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement if and only if: (i) the Company is not in breach of Section 5.4; (ii) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make the Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; (iii) Parent shall have received from the Company prior written notice of the Company’s intention to make an Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement at least four (4) business days prior to making any Adverse Change Recommendation or terminating this Agreement to enter into a Specified Agreement (a “Change of Recommendation Notice”); (iv) if the decision to make an Adverse Change Recommendation is not in connection with an Acquisition Proposal, then (A) an Intervening Event shall have occurred, and (B) the Company shall have complied with clauses (x) through (z) as follows: (x) the Change of Recommendation Notice shall have provided a reasonable description of the Intervening Event and the reasons for the Adverse Change Recommendation, (y) the Company shall have given Parent a four (4) business day period following Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, and (z) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel, the Company’s Board of Directors shall have determined, in good faith, that the failure to make the Adverse Change Recommendation would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; and (v) if the decision to make an Adverse Change Recommendation is in connection with an Acquisition Proposal or if the Company intends to terminate this Agreement to enter into a Specified Agreement, then the Company shall comply with clauses (A) through (E) as follows: (A) prior to giving effect to clauses (B) through (E), the Company’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor of nationally recognized reputation, that such Acquisition Proposal is a Superior Offer, (B) the Company shall have provided to Parent in writing the material terms and conditions of such Acquisition Proposal and copies of all material documents relating to such Acquisition Proposal in accordance with Section 5.4, (C) the Company shall have given Parent the four (4) business day period following Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, so that the Acquisition Proposal would no longer constitute a Superior Offer and (D) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel and its financial advisor of nationally recognized reputation, the Company’s Board of Directors shall have determined in good faith that such Acquisition Proposal remains a Superior Offer and that the failure to make the Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements and (E) if the Company intends to terminate this Agreement to enter into a Specified Agreement, the Company shall have complied with Section 8.1(f). For the avoidance of doubt, the provisions of this Section 1.2(c) shall also apply to any material amendment to any Acquisition Proposal or any successive Acquisition Proposals (except that any reference to four (4) business days shall instead be two (2) business days). Nothing contained in this Section 1.2(c) shall prohibit the Company’s Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated under the Exchange Act; provided, however, that any such disclosure does not contain either an express Adverse Change Recommendation or any other statements by or on behalf of the Company or the Board of Directors of the Company that would reasonably be expected to have the same effect as an Adverse Change Recommendation. Neither the Company nor its Board of Directors shall be permitted to recommend that the Company stockholders tender any securities in connection with any tender or exchange offer or otherwise approve, endorse or recommend any Acquisition Proposal, unless in each case, in connection therewith, the Company’s Board of Directors effects an Adverse Change Recommendation in accordance with the terms of this Agreement. (d) As promptly as practicable on the day that the Offer is commenced, the Company shall, 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 federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Sections 1.2(b) and 1.2(c), shall reflect the recommendation referred Company Board Recommendation. The Schedule 14D-9 shall include as an exhibit an Information Statement pursuant to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations Rule 14f-l promulgated thereunder, . The Company agrees that it will cause the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to comply in all material respects with the stockholders Exchange Act and other applicable Legal Requirements. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the Company. The SEC or its staff and 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, and the Company will further agrees to use its best all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to promptly be disseminated to holders of Shares, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent 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 any amendment thereto prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. Parent, Sub and the The Company each agree shall respond promptly to correct any information provided by it for use in comments of the SEC or its staff with respect to the Schedule 14D-9 if 14D-9. (e) The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and to any available listing or computer file containing the extent that any such information shall have become false or misleading names and addresses of all record holders of Shares and lists of securities positions of Shares held in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companystock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the extent required by applicable securities lawsCompany (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. The (a) Subject to Section 5.1, the Company hereby approves of and consents to the Offer and represents that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) held on September 15, 2005, has unanimously (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)collectively, the “Transactions”) are fair to advisable, and in the best interests of, the holders of Shares, (B) approved this Agreement and the stockholders Transactions (such approval having been made in accordance with the DGCL), (C) resolved, subject to Section 5.1, to recommend that the holders of Shares accept the CompanyOffer and tender Shares pursuant to the Offer and approve and adopt this Agreement and the Transactions and (D) taken the actions contemplated by the representations set forth in Sections 2.16 and 2.21, and (ii) approved the executionXxxxxxx Lynch, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyPierce, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended Xxxxxx & Xxxxx Incorporated (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor"“Xxxxxxx Xxxxx”) has delivered to the Board its opinion to the effect an opinion, which will be confirmed promptly in writing, that, as of the date of this Agreement and based upon and subject to the matters set forth thereinhereof, the cash consideration $42.00 Per Share Amount to be received by the holders of Company Common Stock Company’s stockholders in the Offer and the Merger is fair to such holders stockholders from a financial point of view (the "Fairness Opinion")view. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel5.1, the Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. (b) On the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments and regulations thereundersupplements thereto, the "Exchange Act"“Schedule 14D-9”) containing, except as provided in Section 5.1, the recommendation of the Board described in Section 1.2(a), so long as Parent and shall have furnished such information to disseminate the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of extent required by Rule 14d-9 promulgated under the CompanyExchange Act and any other applicable federal securities Laws. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each Purchaser agree promptly to correct promptly any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that any such information which shall have become false or misleading in any material respect and to correct any material omissions, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities lawsLaws. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company agrees to provide Parent, Purchaser and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses, and, where practicable, to participate in any conversations between the Company and the SEC with respect to such comments, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. (c) The Company shall promptly cause its transfer agent to furnish Parent or Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall promptly furnish Purchaser with such additional information reasonably available to the Company, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall, and shall cause their agents to, hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 7.1, shall promptly deliver to the Company all copies of such information then in their or their agents’ possession or under their or their agents’ control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (ai) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held, has adopted resolutions (A) has (i) determined determining that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including terms of each of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company's stockholders, (iiB) approved approving the executionOffer, delivery the Merger and performance of the Transaction Documents by the Company this Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and acknowledging that such approval constitutes approval is effective for purposes of Section 203 of the Delaware General Corporation Law ("Delaware Law, as amended ") and (the "DGCL"), (iiiC) resolved to recommend recommending acceptance of the Offer and approval of the Merger and adoption of this Agreement by the holders of Company Common Stock; Company's stockholders and (bii) Furmxx Xxxx XXX the Company's financial advisor, Smitx Xxxxxx Xxx. (the "Financial AdvisorSmitx Xxxxxx") ), has delivered to the Board its of Directors of the Company an opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAgreement, the cash consideration to be received by the holders of Company Common Stock (other than Parent, IHS or their respective affiliates) in the Offer and the Merger Merger, taken together, is fair to such holders from a financial point of view view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence (a) and represents that it has obtained all necessary consents to permit the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws inclusion of the fairness opinion of Smitx Xxxxxx xx the Offer Documents and the Proxy Statement (as defined in Section 4.1(c)(iibelow). (b) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause disseminate the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement stockholders of the OfferCompany as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the SECappropriate Offer Documents to the Company's stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel (who shall provide any comments thereon as soon as practicable). The Company agrees to provide in writing to Parent and its counsel copies of counsel, promptly after receipt thereof, any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally 14D-9. The Company shall promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders of the Company, in each case Company as and to the extent required by applicable securities laws. (c) In connection with the Offer, the Company shall promptly furnish Parent with (or cause Parent to be furnished with) mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the shares of Common Stock as of a recent date, and of those persons becoming record holders after such date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Company Actions. The Company hereby consents to the Offer represents and represents warrants that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) ), has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are is fair to and in the best interests of the stockholders of the Company, (ii) approved the executionresolved to approve this Agreement, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, the issuance of shares of common stock of the Company, par value $0.01 per share (the "Shares") to the stockholders of the Sub in connection with the Merger and the issuance of Shares pursuant to the merger (the "GranCare Merger") contemplated by the agreement and plan of merger (the "GranCare Merger Agreement") by and among GranCare Inc., a Delaware corporation ("GranCare"), the Company, a wholly-owned Subsidiary of the Company ("Merger Sub") and the Parent (collectively, the "Stockholder Approvals"), and to recommend (subject to its fiduciary duties as advised by legal counsel) approval and adoption of the Stockholder Approvals by such approval constitutes approval for purposes stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law, as amended (DGCL and Article Tenth of the "DGCL")Company's Restated Certificate of Incorporation inapplicable to the Merger, (iiiiv) resolved to recommend acceptance elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the Offer and approval and adoption of DGCL that may purport to be applicable to the Merger, or the transactions contemplated by this Agreement by and (v) approved the holders of Company Common Stock; Rights Agreement Amendment (as defined below), and (b) Furmxx Xxxx XXX Credit Suisse First Boston (the "Financial AdvisorCSFB") has delivered to and NationsBanc Capital Markets, Inc. ("NationsBanc"), the Company's financial advisors, have advised the Company's Board its opinion to the effect of Directors that, as of the date of this Agreement and based upon and subject to the matters set forth thereinin their opinion, the cash consideration to be received paid to or retained by the holders of Company Common Stock Company's stockholders in the Offer Merger and the GranCare Merger is fair to such holders fair, from a financial point of view (the "Fairness Opinion"). Subject view, to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsstockholders.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its the making of the Offer by Parent or Purchaser pursuant to this Agreement and the transactions contemplated hereby and by the Stockholder Support Agreement have been consented to by the Company Board in accordance with the terms and provisions of Directors the Confidentiality Agreement, dated November 26, 2007, between Parent and the Company (as amended on November 28, 2007, the "Board" or "“Confidentiality Agreement”), (ii) the Company Board of Directors") (at a meeting or meetings duly called and held) has unanimously (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, are advisable and such approval constitutes approval for purposes of Section 203 fair to, and in the best interests of, the stockholders of the Delaware General Company, (B) approved this Agreement and the transactions contemplated hereby, and (C) approved and declared advisable the agreement of merger (as such term is used in Section 251 of the Corporation Law, ) contained in this Agreement and directed that such agreement of merger be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the Corporation Law as amended (the "DGCL"), (iiicontemplated by Section 2.09) and resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the holders stockholders of the Company Common Stock; (such recommendation, the “Company Board Recommendation”), (D) irrevocably taken all necessary steps to render Section 203 of the Corporation Law inapplicable to Parent and Purchaser and to the Merger, this Agreement, the Stockholder Support Agreement and the acquisition of Shares pursuant to the Offer and (bE) Furmxx Xxxx XXX irrevocably resolved to elect, to the extent permitted by law, not to be subject to any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement and (iii) Xxxxxxxxx & Company, Inc. (the "“Company Financial Advisor") ”), the Company’s financial advisor, has delivered its opinion to the Company Board its opinion to the effect that, as of the date of this Agreement thereof and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to the Company’s stockholders is fair to such holders fair, from a financial point of view view, to such stockholders. As soon as practicable after the date hereof, an executed copy of the written opinion of the Company Financial Advisor will be delivered to Parent. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counseldate the Offer Documents are filed, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments and regulations thereundersupplements thereto, the "Exchange Act"“Schedule 14D-9”) containing, subject to Section 6.02(d), so long as Parent shall have furnished such information the recommendations of the Company Board described in Section 1.02(a) and, subject to Section 6.02(d), the Company hereby consents to the Company inclusion of such recommendations in a timely manner) the Offer Documents and to mail such Schedule 14D-9 to the stockholders inclusion of the Company. The Company will use its best efforts to cause a copy of the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event Documents mailed or furnished to the Schedule 14D-9 shall be filed Company’s stockholders. Parent, Purchaser and mailed no later than 10 business days following the commencement of the Offer. Parent and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees (i) to provide Parent and its counsel copies of Purchaser with, and to consult with Parent and Purchaser regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof and a summary of prior to responding thereto and (ii) to provide Parent and Purchaser with any such comments received orally promptly after or responses thereto. If at any time prior to the receipt thereof. Closing, any information relating to the Offer, the Merger, Parent, Sub and Purchaser, the Company each agree promptly or any of their respective Affiliates, directors or officers is discovered by the Company or Parent, which information should be set forth in an amendment or supplement to correct any information provided by it for use in the Schedule 14D-9 if and so that the Schedule 14D-9 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 extent statements therein, in light of the circumstances under which they are made, not misleading, the party that any discovers such information shall have become false promptly notify the other party, and an appropriate amendment 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 supplement describing such information shall be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable securities lawslaw or any applicable rule or regulation of NASDAQ.

Company Actions. The Company hereby consents to the --------------- Offer and the Merger and represents that and warrants that: (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has has, by unanimous vote, (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)is fair to, are fair to and in the best interests interest of, the holders of the stockholders of the CompanyCommon Stock, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including declared that the Offer and the MergerMerger are advisable, (iii) approved the Offer and such approval constitutes approval for purposes of Section 203 the Merger and approved this Agreement in accordance with the provisions of the Delaware General Corporation Law, as amended Law (the "DGCL"), (iiiiv) resolved to recommend recommended acceptance of the Offer and approval ---- and adoption of this Agreement by the holders stockholders of Company Common Stock; the Company, and (v) taken all other action necessary to render Section 203 of the DGCL inapplicable to the Offer and the Merger. (b) Furmxx Xxxx XXX (the "Financial Advisor") Xxxxxxx, Xxxxx & Co. has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Shares, other than Parent and any direct or indirect subsidiary of Parent (including Sub), pursuant to the Offer and the Merger is fair to such holders of Common Stock from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselview, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information subject to the Company assumptions and qualifications contained in such opinion and a timely mannercomplete and correct copy of such opinion has been, or promptly upon receipt thereof will be, made available to Parent. (c) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 as so corrected to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that Commission and to be disseminated to holders of Shares, in any event the Schedule 14D-9 shall be filed each case as and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SECextent required by applicable federal securities laws. The Company agrees to provide Parent and its counsel with information with respect to any oral comments and copies of any written comments the Company or its counsel may receive from the SEC Commission or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof 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 and its counsel in any discussions with the Commission or its staff. (d) In connection with the Offer, the Company shall promptly furnish Sub with mailing labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Common Stock as of the most recent practicable date and shall furnish Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Sub or its agents may reasonably request in communicating the Offer to the holders of Shares. ParentSubject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Sub shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, shall deliver to the Company all copies of such information in their possession. (e) The Company represents and warrants that it has been advised that each agree promptly of its directors and executive officers intends to correct any information provided tender pursuant to the Offer all Common Stock owned of record and beneficially by it for use in the Schedule 14D-9 if and him or her except to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by tender would violate applicable securities laws.

Company Actions. The Company hereby consents to the Offer and represents that (a) its To the extent such action is consistent with the fiduciary duties of the Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreementnominating committee thereof), the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair Company agrees to and include in the best interests slate of nominees recommended by the Board those SB Investor Nominees and Stockholder Nominees designated by the Stockholders in accordance with the terms hereof and to include such persons in the Company’s proxy materials and form of proxy disseminated to stockholders of the Company, Company in connection with the election of directors (ii) approved including at any special meeting of stockholders held for the execution, delivery and performance election of directors). Each of the Transaction Documents by the Company and the consummation Stockholders shall include in its written communication of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered designation to the Board its opinion (or a nominating committee thereof), which shall be delivered no later than 15 days prior to the effect thatBoard or nominating committee meeting to consider a slate of director nominees, (x) director biographies in customary form and (y) reasonably detailed information regarding the independence of each such nominee intended to qualify as independent. To the extent such action is consistent with the fiduciary duties of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from Board (or a financial point of view (the "Fairness Opinion"nominating committee thereof). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its reasonable best efforts to cause the Schedule 14D-9 election of each such designee to the Board, including nominating such designees to be filed on the same date elected as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed directors and mailed together with the Offer Documents; PROVIDED that by soliciting proxies in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement favor of the Offer. Parent election of such persons. (b) In the event that at any time the number of directors entitled to be designated by a Stockholder pursuant to Sections 2.2 or 2.3 decreases, such Stockholder and its counsel the Company shall be given take reasonable actions to cause a reasonable opportunity sufficient number of designated directors to review and comment on resign from the Schedule 14D-9 Board at or prior to the end of such designated director’s term (as may be determined by the Company's filing ’s nominating and corporate governance committee) such that the number of directors designated by such Stockholder after such resignation(s) equals the number of directors such Stockholder is then-entitled to designate pursuant to Sections 2.2 and 2.3 (as applicable). Subject to Section 2.8(b), any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or may be filled by a majority vote of the Schedule 14D-9 Board or a committee thereof in accordance with Section 2.8(b). Notwithstanding the foregoing, such designated director(s) need not resign from the Board at or prior to the end of such director’s term if the Company’s nominating and corporate governance committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the SEC. The Company agrees to provide Parent end of such director’s term, or otherwise (and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and upon such election, such director shall no longer be considered a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders designee of the Company, in each case as and to the extent required by applicable securities lawsStockholder).

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) held on October 10, 2003, has (i) determined that duly and by unanimous vote adopted resolutions approving the Offer, the Merger, this Agreement, the Tender and Option Release Agreement, the NonTop-Compete and Termination up Option Agreement and the Termination other transactions contemplated hereby and Release Agreement thereby (collectively, the "Transaction Documents") and “Transactions”), determining that the transactions contemplated hereby or thereby, including terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, advisable and in the best interests of, the Company’s shareholders and recommending acceptance of the stockholders Offer and adoption of the Merger and this Agreement by the shareholders of the Company, (ii) approved the executionCompany has taken all necessary action to render the provisions of any anti-takeover statute, delivery and performance rule or regulation that to the Company’s knowledge may be applicable to the Transactions (including Sections 2538 through 2588, inclusive, of the Transaction Documents by PBCL) inapplicable with respect to the Company and the consummation of the transactions contemplated thereby, including the Offer and the MergerTransactions, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and Boenning & Scattergood, Inc. (b) Furmxx Xxxx XXX (the "Financial Advisor"“B&S”) has delivered to the Company’s Board of Directors its opinion to (the effect that, as of “Fairness Opinion”) that the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration Common Stock Price to be received by the holders of Company Common Stock in the Offer and the Merger Company’s shareholders is fair to such holders fair, from a financial point of view (the "Fairness Opinion"). Subject view, to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, such shareholders and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been authorized by B&S to permit the inclusion of the Fairness Opinion (and, subject to prior review and consent by B&S, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement. The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendations of the Company’s Board of Directors described in this Section 1.2. The Company has been advised that all of its directors and executive officers presently intend either to tender their shares of Company Common Stock pursuant to the Offer or (solely in the case of directors and executive officers who would as a result of the tender incur liability under Section 16(b) of the Exchange Act) to vote in favor of the Merger. (b) The Company shall file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments and regulations thereundersupplements thereto and including the exhibits thereto, the "“Schedule 14D-9”) which shall comply in all material respects with the provisions of applicable federal securities laws, and will contain such recommendations of the Board in favor of the Offer and the Merger, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act"), so long as Parent Act and shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED Documents that in any event are mailed to the Company’s shareholders. The Company shall deliver the proposed forms of the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the exhibits thereto to Parent within a reasonable time prior to the commencement of the OfferOffer for review and comment by Parent and its counsel. Parent and its counsel shall be given a reasonable opportunity to promptly review any amendments and comment on supplements to the Schedule 14D-9 and the exhibits thereto prior to their filing with the SEC or dissemination to shareholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of in writing any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. ParentEach of the Company, Sub Parent and the Company each agree Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the such Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders shareholders of the Company, in each case as and to the extent required by applicable federal securities laws.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) unanimously determined that this each of the Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the executionStock Sale Agreement, delivery and performance the Offer, the acquisition of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including Shares pursuant to the Offer and the Merger, and such approval constitutes approval Merger for purposes of Section 203 of the Delaware General Corporation Law, as amended DGCL (the "DGCLSection 203 Approval"), (iii) resolved to recommend acceptance received the opinions of the Offer Xxxxxxx Xxxxx Xxxxxx and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered NationsBanc Xxxxxxxxxx Securities, financial advisors to the Board its opinion Company, to the effect that, as of that the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration Offer Price to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such holders the stockholders of the Company from a financial point of view view, (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)iv) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (approved this Agreement and the information required by Section 14(f) of transactions contemplated hereby, including the Securities Exchange Act of 1934, as amended Offer and the Merger (together with all rules and regulations thereundercollectively, the "Exchange ActTransactions"), so long as Parent shall have furnished such information to the Company in a timely manner) and (v) resolved to mail such Schedule 14D-9 to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger. (b) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all holders of record of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files, will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together such information only in connection with the Offer Documents; PROVIDED that in any event and the Schedule 14D-9 Merger, and, if this Agreement shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior terminated, will deliver to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel all copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawstheir possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) unanimously determined that each of this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) approved received the executionopinion of Raymxxx Xxxex & Xssociates, delivery Inc. ("RAYMXXX XXXEX"), financial advisor to the Company, to the effect that the Offer and performance the Merger are fair to the stockholders of the Transaction Documents by the Company from a financial point of view, (iii) approved this Agreement and the consummation of Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the MergerMerger (collectively, the "TRANSACTIONS"), and such approval constitutes approval of the Offer, this Agreement, the Stockholder Agreements and the Transactions for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), such that Section 203 of the DGCL will not apply to the Transactions and (iiiiv) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to that the stockholders of the Company. The Company will use its best efforts accept the Offer, tender their Shares thereunder to cause the Schedule 14D-9 to Purchaser and approve and adopt this Agreement and the Merger; PROVIDED, THAT such recommendation may be filed on withdrawn, modified or amended if, in the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement opinion of the Offer. Parent and Company Board, only after receipt of written advice from independent legal counsel, failure to withdraw, modify or amend such recommendation would result in the Company Board violating its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior fiduciary duties to the Company's filing of the Schedule 14D-9 with the SECstockholders under applicable law. The Company agrees represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection herewith and therewith are sufficient to provide Parent render the relevant provisions of such Section 203 of the DGCL inapplicable to the Offer, the Merger and its counsel copies of any written comments the Stockholders Agreements. (b) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all recordholders of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or its counsel agents may receive from reasonably request in communicating the SEC or its staff with respect Offer to the Schedule 14D-9 record and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders beneficial holders of the Company, in each case as and to the extent required by applicable securities lawsShares.

Company Actions. (a) The Company hereby consents to approves of the Offer Merger and represents that (a) that, upon the recommendation of the Company Special Committee, its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) determined that approved this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents"including all terms and conditions set forth herein) and the transactions contemplated hereby or therebyhereby, including the Offer and Merger, determining that the Merger (as defined in Section 2.1 hereof), is advisable and that the terms of the Merger are fair to to, and in the best interests of, the Company and its shareholders, (ii) directed that this Agreement and the Merger be submitted to a vote of the stockholders shareholders of the Company, and (iiiii) approved resolved to recommend that the execution, delivery and performance shareholders of the Transaction Documents by the Company approve and the consummation of the transactions contemplated thereby, including the Offer adopt this Agreement and the Merger, and such approval constitutes approval for purposes of . The Company represents that Section 203 302A.673 of the Delaware General Minnesota Business Corporation LawAct, as amended (the "DGCLMBCA"), (iii) resolved to recommend acceptance of does not limit in any respect the Offer and approval and adoption of transactions contemplated by this Agreement by the holders of Agreement. The Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered hereby consents to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock inclusion in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Proxy Documents (as defined in Section 4.1(c)(ii)herein) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing of the recommendation referred to of its Board of Directors described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act first sentence of 1934, as amended this Section 1.01. (together b) In connection with all rules and regulations thereunderthe Merger, the "Exchange Act")Company shall promptly furnish or cause to be furnished to the Parent mailing labels, so long security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish the Parent shall have furnished with such information to and assistance as the Parent or its agents may reasonably request in communicating with the shareholders of the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 Merger. Except for such steps as are necessary to disseminate the Proxy Documents and a summary subject to the requirements of applicable law, Parent shall, and shall cause the Purchaser to, hold in confidence the information contained in any of such comments received orally promptly after the receipt thereof. Parent, Sub labels and lists and the Company each agree promptly additional information referred to correct any information provided by it for use in the Schedule 14D-9 if preceding sentence and to the extent that any shall use such information shall have become false or misleading only 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 connection with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsMerger.

Company Actions. The (a) Company hereby consents to the Offer and represents and warrants that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) held on October 11, 2000, has (i) determined that unanimously duly adopted resolutions approving the Offer, the Merger, this Agreement, the Stock Option Release Agreement, the Non-Compete and Termination Agreement Affiliate Tender Agreement, and the Termination and Release Agreement (collectively, the "Transaction Documents") and the other transactions contemplated hereby or and thereby, including determining that the terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of, Company's stockholders and recommending acceptance of the Offer and approval of the Merger and this Agreement by the stockholders of the Company, and (ii) approved to the executionextent necessary, delivery and performance of Company has taken all necessary action to exempt the Transaction Documents by Offer, the Company Merger and the consummation of Affiliate Tender Agreement under or make the transactions contemplated therebyOffer, including the Offer Merger and the Merger, and such approval constitutes approval for purposes of Affiliate Tender Agreement not subject to (A) Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL") and (B) any other state takeover or other law in any jurisdiction where Company is, or is required to be, qualified to do business that purports to limit or restrict business combination, the ability to acquire or vote shares or the transactions contemplated by this Agreement. Subject to Section 7.10(b), (iii) resolved Company hereby consents to recommend acceptance the inclusion in the Offer Documents of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Recommendation (as defined in Section 4.1(c)(ii1.2(b)). Company has been advised that all of its directors and executive officers (as determined in accordance with Section 6.2(a)(i)) after consultation with independent counsel, intend to tender their shares of Company Common Stock pursuant to the Offer. (b) Company hereby agrees to shall file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall comply in all material respects with the provisions of applicable federal securities laws, and, subject to Section 7.10(b), shall contain the recommendations of the Board in favor of the Offer and the Merger (the recommendation of the Board of Directors of Company in favor of the Offer and the Merger being referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange ActOffer Recommendation"), so long as Parent and shall have furnished such information to the Company cooperate with Acquiror and Merger Sub in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause mailing or otherwise disseminating the Schedule 14D-9 to be filed on Company's stockholders. Company shall deliver copies of the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event proposed forms of the Schedule 14D-9 shall be filed to Acquiror at least 48 hours prior to the filing of such documents with the SEC for review and mailed no later than 10 business days following the commencement of the Offercomment by Acquiror and its counsel. Parent Acquiror and its counsel shall be given a reasonable opportunity not less than 48 hours to review any amendments and comment on supplements to the Schedule 14D-9 prior to their filing with the SEC or dissemination to Company's filing of the Schedule 14D-9 with the SECstockholders. The Company agrees to shall provide Parent Acquiror and its counsel copies of in writing any written comments the that Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly and a summary of in any such comments received orally promptly event not later than 24 hours after the receipt thereof. ParentEach of Company, Acquiror and Merger Sub and the Company each agree shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the such Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable federal securities laws.

Company Actions. The Company hereby consents to the Offer and the Merger and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has unanimously (i) determined that each of this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, and such approval constitutes approval of the foregoing for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), and for purposes of Article Nine of the Company's Amended and Restated Certificate of Incorporation, (iii) resolved to recommend (x) acceptance of the Offer and Offer, (y) approval and adoption of this Agreement (if required) and (z) approval of the Merger, by the holders of Company Common Stock; , and (b) Furmxx Xxxx XXX Dean Xxxxxx Xxxxxxxx Xxx. (the "Financial Advisor") has delivered to the Board of Directors of the Company its written opinion to the effect that, as of the such date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration Offer Consideration to be received by the holders of Company Common Stock (other than Parent, Sub and any other Subsidiary of Parent) in the Offer and the Merger is fair to such holders fair, from a financial point of view (view, to such holders. The Company acknowledges and agrees that the "Fairness Opinion"Board of Directors of the Company may not withdraw, modify or amend its approval or recommendation of the Offer, this Agreement, the Stockholders Agreement or the Merger except in accordance with Section 5.1(e)(ii). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees consents to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (inclusion in the "Schedule 14D-9") containing Offer Documents of the recommendation referred to in clause (iii) above (and the information required by this Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws1.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Company's Board" or "Board of Directors") (, at a meeting duly called and held) has , has, subject to the terms and conditions set forth herein, (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, taken together, are fair to and in the best interests of the Company and its stockholders of the Company(other than Parent and its Affiliates), (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, in all respects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), and (iii) resolved to recommend acceptance that the ---- stockholders of the Offer Company accept the Offer, tender their Shares thereunder to Parent and approve and adopt this Agreement and the Merger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company's Board determines in good faith, after taking into consideration the advice of its outside legal counsel, that failure to take such action is likely to result in a breach of the fiduciary obligations of the Company's Board under applicable law. The Company consents to the inclusion of such recommendation and adoption approval in the Offer Documents. The Company also represents that the Company's Board has reviewed the opinion of this Agreement by BT Alex. Xxxxx, Incorporated, financial advisor to the holders of Company Common Stock; and (b) Furmxx Xxxx XXX Company's Board (the "Financial --------- Advisor") has delivered to the Board its opinion to the effect ), that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAgreement, the cash consideration to be ------- received by the holders of Company Common Stock in the Offer and the Merger pursuant to this Agreement is fair to such holders the stockholders of the Company (other than Parent, FD and their respective Affiliates) from a financial point of view (the "Fairness Opinion"). Subject The Company has been authorized by the ---------------- Financial Advisor to its fiduciary duties under applicable Laws permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as defined in Section 4.1(c)(iibelow) and the Proxy Statement (as defined below). (b) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC SEC, concurrently with or as soon as practicable following the filing of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-9") containing the recommendation referred to described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.2(a) and to --------------- shall mail such the Schedule 14D-9 to the stockholders of the Company to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws; provided, however, that if the Company's Board determines in good faith, after taking into consideration the advice of its outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED agrees that in any event the Schedule 14D-9 shall be filed comply in all material respects with the Exchange Act and mailed no later than 10 business days following the commencement of the Offerrules and regulations thereunder and other applicable laws. Parent and its counsel shall be given a reasonable opportunity to review and comment The Company further agrees that Schedule 14D-9, on the Schedule 14D-9 prior date first published, sent or given to the Company's filing 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 Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company or its counsel may receive from the SEC or its staff with respect to information supplied by the Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in Schedule 14D-9 14D-9. Each of the Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Merger Sub and the Company each agree agrees promptly to correct any written information provided by it for use in the Schedule 14D-9 or the Offer Documents if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D- 9 prior to the filing thereof with the SEC. (c) In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Parent with such information, including updated lists of the stockholders of the Company, mailing labels and updated lists of security positions, and such assistance as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control. (d) Solely in connection with the tender and purchase of Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Shares owned by, or issuable to, any Person, other than rights to repurchase unvested shares, if any, that may be held by Persons following exercise of employee stock options.

Company Actions. (a) The Company hereby consents to the Offer Offer, and represents and warrants that (a) its Board of Directors (the "Board" or "Company Board of Directors") (, at a meeting duly called and held) , has unanimously (i) determined that approved this Agreement, and deemed this Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement Merger and the Termination and Release Agreement (collectivelyTransactions advisable, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, Company Stockholders; (ii) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated therebyTransactions, including the Offer and the Merger, and in all respects, and, subject to the accuracy of the representation set forth in Section 3.5 of this Agreement, such approval constitutes approval of the Offer, the Merger, this Agreement, the Tender and Support Agreement and the Transactions for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), ; and (iii) subject to Section 5.2(e), resolved to recommend acceptance that the Company Stockholders accept the Offer, that the Company Stockholders tender their Shares in the Offer to Purchaser, and that the Company Stockholders adopt this Agreement to the extent required by applicable Law (the “Company Board Recommendation”). The Company consents to the inclusion of the Company Board Recommendation in the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered Documents, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 5.2(e) (it being understood that such consent shall not be deemed to limit the Company Board its opinion to of Directors rights under Section 5.2). To the effect thatknowledge of the Company, as of the date of this Agreement all of the Company’s directors and based upon and subject executive officers intend to tender all Shares beneficially owned by them to Purchaser pursuant to the matters set forth thereinOffer. (b) As promptly as reasonably practicable and, in any event, within five (5) Business Days of the cash consideration to be received by the holders date of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselthis Agreement, the Company hereby agrees to shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a an amendment to its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments, supplements and regulations thereunderexhibits thereto, the "Exchange Act"“Schedule 14D-9”) which shall, subject to the provisions of Section 5.2(d), so long as Parent shall have furnished such information to contain the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the CompanyBoard Recommendation. The Company will use its best efforts agrees to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares as required by and in accordance with applicable U.S. federal securities laws. The Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior other hand, agree to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the or as otherwise required by Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the Shares as required by and in accordance with applicable U.S. federal securities laws. Parent and Purchaser shall promptly furnish to the Company all information concerning Parent and Purchaser that is required or reasonably requested by the Company in connection with the obligations relating to Schedule 14D-9 contained in this Section 1.2(b). Parent, the Purchaser and their counsel shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and the Company shall give reasonable and good faith consideration to any comments made by the Parent and Purchaser and their counsel before it is filed with the SEC. In addition, the Company shall provide Parent, the Purchaser and their counsel with (i) any comments or 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 the Company’s receipt of such comments, and (ii) a reasonable opportunity to participate in each case as the 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 extent required by applicable securities lawsCompany or its counsel in any discussions or meetings with the SEC. (c) In connection with the Offer, the Company shall promptly furnish to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of holders of the Shares, updated periodically, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agents may reasonably request.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and heldheld on December 17, 2000) has by the unanimous vote of all directors (iA) determined that each of this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company's stockholders, (iiB) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of is sufficient to render the restrictions on "business combinations" (as defined in Section 203 of the Delaware General Corporation LawDGCL) set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby, as amended including the Offer and the Merger, and (C) declared the "DGCL"), (iii) advisability of this Agreement and resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Shares; provided, however, that prior to the consummation of the Offer, the Board of Directors of the Company Common Stock; may modify, withdraw or change such recommendation to the extent that the Board of Directors, after receiving advice from outside counsel, concludes in good faith that such action is reasonably necessary in order for the Board of Directors to act in a manner consistent with the Board's fiduciary duties under applicable law, and (bii) Furmxx Xxxx XXX (the "Financial Advisor") Evercore Group Inc. has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration Offer Consideration to be received by the holders of Company Common Stock Shares in the Offer and the Merger is fair to such holders fair, from a financial point of view (the "Fairness Opinion")view, to such holders. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by its directors and executive officers that they either intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or, if applicable, vote all such Shares in favor of the Merger. (b) The Company shall file with the SEC SEC, as promptly as reasonably practicable on the date of commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9") containing the recommendation referred to of the Board of Directors of the Company in clause (iii) above (favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, including the Merger, provided, however, that prior to the consummation of the Offer, the Board of Directors of the Company may modify, withdraw or change such recommendation to the extent that the Board of Directors, after receiving advice from outside counsel, concludes in good faith that such action is reasonably necessary in order for the Board of Directors to act in a manner consistent with the Board's fiduciary duties under applicable law. Each of Parent and Purchaser will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning the Parent Designees (as defined in Section 1.04(a) hereof), as required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations Rule 14f-1 thereunder, and the "Exchange Act"), so long as Parent Company shall have furnished include such information in the Schedule 14D-9. Parent will promptly supply to the Company in a timely manner) writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to mail such be included in the Schedule 14D-9 to the stockholders of the Company14D-9. The Company will use its best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, Parent and Purchaser shall promptly correct any event information provided by them for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and mailed no later than 10 business days following disseminated to the commencement holders of Shares as and to the Offerextent required by applicable law. Parent Parent, Purchaser and its their 4 12 counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt of such comments. (c) In connection with the receipt thereof. ParentOffer, Sub and the Company each agree shall promptly to correct any furnish Parent and Purchaser with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such information provided by it for use and assistance (including updated lists of stockholders, mailing labels and lists of security positions) as Parent and Purchaser or their agents may reasonably request in communicating the Schedule 14D-9 if and Offer to the extent that any such information shall have become false or misleading in any material respect record 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 stockholders beneficial holders of the Company, in each case as and to the extent required by applicable securities lawsShares.

Company Actions. (a) Concurrently with commencement of the Offer, the Company shall file with the SEC and mail to the stockholders of the Company a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D- ------------ 9"). (b) The Company hereby consents to represents and warrants that (i) a special committee of two independent directors of the Company Board (the "Special Committee") has ----------------- recommended that the Company Board approve the Offer and represents that the Merger, and approve and authorize this Agreement, the Rollover Agreement and the other transactions contemplated hereby, and (aii) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) has , has, based on the recommendation of the Special Committee described in the preceding clause (i), duly adopted resolutions: (A) approving the Offer and the Merger and approving and adopting this Agreement and the Rollover Agreement, (B) determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company and the Company's stockholders, and (C) recommending that the Company's stockholders accept the Offer and, if approval is required by applicable law, approve the Merger and approve and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and the recommendation of the Special Committee described in the first sentence of this Section 1.02(b). The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Purchaser, and to the extent requested by Purchaser, the Company shall cooperate in the preparation of the Offer Documents. The Company further represents and warrants that the Special Committee has been duly authorized and constituted, and at a meeting thereof duly called, determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement Merger and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the CompanyCompany (other than the Purchaser and its stockholders). (c) The Company hereby further represents and warrants that Lazard Freres & Co., (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX LLC (the "Financial Advisor") has delivered to the Company Board its ----------------- written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinhereof, the cash consideration Share Offer Price to be received by the holders of Company the Common Stock in Shares pursuant to each of the Offer and the Merger (other than Purchaser or the stockholders of Purchaser) is fair to such holders from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.02(a). Subject to its fiduciary duties under applicable Laws --------------- (as defined in Section 4.1(c)(ii)d) after consultation with independent counselTo the extent practicable, the Company hereby agrees to file shall cooperate with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to Purchaser in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause mailing or otherwise disseminating the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the appropriate Offer Documents; PROVIDED that in any event Documents to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferCompany's stockholders. Parent Purchaser and its counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees shall use its reasonable good faith efforts to provide Parent ensure that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws. On the date filed with the SEC and its counsel copies on the date first published, sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any written comments 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 or its counsel may receive from the SEC or its staff with respect to information supplied by Purchaser for inclusion in the Schedule 14D-9 14D-9. The Company agrees to correct promptly, and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and Purchaser agrees to notify the Company each agree promptly to correct as to, any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders all of the Companyholders of Common Shares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and its counsel in writing 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. The Company agrees to use its reasonable best efforts, after consultation with Purchaser, to respond promptly to all such comments of and requests by the SEC. (e) In connection with the Offer, the Company will, at its sole cost and expense, if reasonably requested by Purchaser, promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of Common Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including, but not limited to, updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and any other assistance as Purchaser or its agents or representatives may reasonably request in connection with communicating the Offer and the Merger to the record and beneficial holders of the Common Shares.

Company Actions. (a) __The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has , duly adopted resolutions (i) determined that approving this Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval the Tax Agreement, and, for purposes of Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), the Tender and Voting Agreement, (iiiii) resolved to recommend acceptance determining that the terms of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (iii) recommending that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and (if required by the DGCL) approve and adopt this Agreement. The Company represents that the foregoing action of the Board of Directors of the Company in approving this Agreement, the Offer, the Merger and the Tender and Voting Agreement is fair sufficient to such holders from a financial point of view render inapplicable to this Agreement (and the transactions provided for herein) and the Tender and Voting Agreement the restrictions on "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws business combinations" (as defined in Section 4.1(c)(ii)203 of the DGCL) after consultation set forth in Section 203 of the DGCL. (b) On the date the Offer Documents are filed with independent counselthe SEC, or promptly thereafter, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, being hereinafter referred to as the "Schedule 14D-9") containing the recommendation referred to described in clause (iiiSection 1.2(a) above (hereof and shall mail the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Each of the Company, Purchaser and Merger Sub agrees promptly to correct any written 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 the Company will use its best efforts further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to the Company's stockholders, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities laws. Parent Purchaser and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent Purchaser and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession regarding the beneficial owners of Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Purchaser may reasonably request in communicating the Offer to the Company's stockholders. ParentSubject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, promptly deliver, and shall cause their agents promptly to deliver, to the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any all copies of such information shall have become false then in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawscontrol.

Company Actions. The (a) Subject to the terms and conditions set forth herein, the Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board the board of Directors (directors of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , in which a quorum of directors were present, duly and adopted by the affirmative vote of all directors present, the resolutions set forth as Exhibit "C" attached ----------- hereto, which in the manner set forth therein, approve this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, determine that, in the opinion of the board of directors, the Offer, the Merger and such approval constitutes approval for purposes the related transactions contemplated herein are in the best interests of, the Company and its shareholders and are fair to the shareholders and recommend that holders of Shares accept the Offer and, if required by Applicable Law, approve the Merger (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's board of directors modifies or withdraws its recommendation in accordance with the terms of Section 203 7.3(b), such modification or withdrawal shall not constitute a breach of this Agreement). The Company represents and warrants that its board of directors has received the written opinion of SBC Warburg Dillon Read Inc., the form of which is attached as Exhibit "D" attached hereto. ----------- The Company has been authorized by SBC Warburg Dillon Read Inc. to permit, subject to prior review and consent by SBC Warburg Dillon Read Inc., the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance recommendation of the Offer and approval and adoption Company's board of directors described in this Agreement by Section 1.2 subject to the holders right of Company Common Stock; and the board of directors to modify or withdraw such recommendation in accordance with Section 7.3(b). (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, As soon as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in reasonably practicable after the Offer Documents are filed with the SEC and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselotherwise required by Applicable Law, the Company hereby agrees shall pursuant to SEC Rule 14d-9 file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred described in Section 1.2(a) (subject to in clause (iii) above (and the information required by Section 14(f) a right of the Securities Exchange Act board of 1934, as amended (together directors to modify or withdraw such recommendation in accordance with all rules and regulations thereunder, the "Exchange Act"Section 7.3(b), so long as Parent shall have furnished such information to the Company in a timely manner) and to shall mail such a copy of Schedule 14D-9 to the stockholders shareholders of the Company. The Company will shall cooperate with Parent in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's shareholders. Each of the Company, Parent and Newco agrees promptly to correct any information provided by it for use its best efforts in the Schedule 14D-9 if and to the extent that such information shall become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be promptly filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and promptly disseminated to the Company's shareholders, in each case as and to the extent required by applicable federal and state securities laws and the rules of any event stock exchange or stock market in which the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferShares are then traded. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to the Company's filing of the Schedule 14D-9 with the SECshareholders. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Newco promptly with mailing labels containing the names and addresses of the recordholders of Shares as of a recent date and of those persons becoming recordholders subsequent to such date, together with copies of all lists indicating current shareholders, security position listings and related computer files, if available, and all information in the Company's possession or control regarding the names, addresses and holdings of beneficial owners of Shares, and shall furnish to Newco such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent or Newco may reasonably request in communicating the Offer to the Company's shareholders. ParentSubject to the requirements of Applicable Law and subject to the terms of the August Confidentiality Agreement, Sub and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Newco and their Affiliates, associates and agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 Merger and, if and this Agreement shall be terminated, will promptly, upon request, deliver to the extent that any Company or destroy, and will use their commercially reasonable efforts to cause their Affiliates, associates and agents to deliver or destroy, all copies of such information shall have become false then in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawscontrol.

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of DirectorsBOARD") (at a meeting duly called and held) has unanimously (ia) determined as of the date hereof that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), ) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and (b) subject to the consummation fiduciary duties of the transactions contemplated therebyBoard, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the holders shareholders of the Company. The Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") further represents that Xxxxx Xxxxxx Inc. has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAgreement, the cash consideration to be received by the holders of Company Common Stock Shares (other than Parent and its affiliates) in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion")view. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule SCHEDULE 14D-9") containing such recommendation with the recommendation referred to in clause (iii) above SEC (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange ActEXCHANGE ACT"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders shareholders of the Company; provided, that -------- subject to the provisions of Section 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. The Company will use its best reasonable efforts to cause the so that such Schedule 14D-9 to be shall be, if so requested by Purchaser, filed on the same date as SubPurchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED provided, that in any event the Schedule 14D-9 shall be filed and -------- mailed no later than 10 business days following the commencement of the Offer. Parent Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the such Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the such Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in connection with this Agreement and the Stockholder Tender Agreement and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Confidentiality Agreement entered into between the Company and Parent dated December 6, 2002 (the “Confidentiality Agreement”) and the Non-Solicitation Agreement entered into between the Company and Parent dated December 20, 2002 (the “Non-Solicitation Agreement”), (ii) its Board of Directors (the "Board" or "Board of Directors") (at a meeting or meetings duly called and held) has (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), hereinafter defined) are advisable and fair to and in the best interests of of, the stockholders of the Company, (iiB) approved and adopted the execution, delivery and performance agreement of merger (as such term is used in Section 251 of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL")) contained in this Agreement, (iiiC) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by the holders stockholders of Company Common Stock; the Company, (D) irrevocably taken all necessary steps to approve Parent and Purchaser becoming “interested stockholders” within the meaning of Section 203 of the DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Offer and the Stockholder Tender Agreement, and (bE) Furmxx Xxxx XXX irrevocably resolved to elect, to the extent of the Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Tender Agreement, and (iii) Credit Suisse First Boston Corporation (the "“Company Financial Advisor") ”), the Company’s independent financial advisor, has delivered to advised the Company’s Board its opinion to the effect of Directors that, as of the date of this Agreement and based upon and subject to the matters set forth thereinin its opinion, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to the Company’s stockholders is fair to such holders fair, from a financial point of view view, to such stockholders. (b) Upon commencement of the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments and regulations thereundersupplements thereto, the "Exchange Act"“Schedule 14D-9”) containing (subject to Section 7.3(b), so long as Parent shall have furnished such information ) the recommendations of its Board of Directors described in Section 1.2(a) and hereby consents to the Company inclusion of such recommendations in a timely manner) the Offer Documents and to mail such Schedule 14D-9 to the stockholders inclusion of the Company. The Company will use its best efforts to cause a copy of the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event Documents mailed or furnished to the Schedule 14D-9 shall be filed Company’s stockholders. Parent, Purchaser and mailed no later than 10 business days following the commencement of the Offer. Parent and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of Purchaser with, and to consult with Parent and Purchaser regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the upon receipt thereof. Parent, Sub Purchaser and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable securities lawslaw.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a1) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has unanimously (i) determined that each of this Agreement, the Transaction Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectivelyStockholders' Agreement, the "Transaction Documents") and the transactions contemplated hereby or and thereby, including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are advisable and are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of this Agreement, the Transaction Documents by Option Agreement, and the Company Stockholders' Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the MergerMerger and the acquisition of Shares pursuant thereto, and such approval constitutes approval of the foregoing for purposes of Section 203 of the Delaware General Corporation LawLaw (as amended, as amended (the "DGCL")) such that the Offer, the Merger, this Agreement, the Transaction Option Agreement and the Stockholders' Agreement are not and shall not be subject to any restriction pursuant to Section 203 of the DGCL, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the holders of Company Common Stock; Stock (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"), and (b2) Furmxx Xxxx XXX (the "Financial Advisor") Goldman Sachs & Co. has delivered to the Board its of Directors of the Comxxxx xxs xxxxten opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinhereof, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger pursuant to this Agreement is fair to such holders fair, from a financial point of view (view, to such holders. The Company hereby consents to the "Fairness Opinion"inclusion in the Offer Documents of the Recommendations, subject to the withdrawal or modification thereof as provided in Section 6.3(b). Subject The Company has been advised that all of its directors and executive officers presently intend to its fiduciary duties under applicable Laws tender their Shares pursuant to the Offer. (as defined in Section 4.1(c)(ii)b) after consultation with independent counsel, the The Company hereby agrees to file with the SEC simultaneously with the filing by Parent and Merger Sub of the Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing such Recommendations of the recommendation referred to Board of Directors of the Company in clause (iii) above (favor of the Offer and the information required by Section 14(f) of Merger and otherwise complying with Rule 14d-9 under the Securities Exchange Act. The Schedule 14D-9 shall comply in all material respects with the Exchange Act of 1934, as and any other applicable law and shall contain (or shall be amended (together in a timely manner to contain) all information which is required to be included therein in accordance with all the Exchange Act and the rules and regulations thereunder, the "Exchange Act"), so long as Parent thereunder and any other applicable law and shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 be disseminated to the stockholders of the CompanyCompany and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Merger Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the stockholders holders of the CompanyCompany Common Stock, in each case as and to the extent required by applicable securities lawslaw. Parent, Merger Sub and their counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. Company agrees to provide Parent and Merger Sub and their respective counsel any comments the Company or its counsel may receive from the SEC with respect to the 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall promptly furnish, or cause its transfer agent to furnish, Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of the Company Common Stock as of the latest practicable date and shall furnish, or cause its transfer agent to furnish, Parent with such information and assistance (including updated lists of stockholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Company Common Stock. Subject to the requirements of applicable law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Merger Sub and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in such labels and lists, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, in accordance with its terms, shall deliver promptly to the Company all copies of such information then in their possession or under their control.

Company Actions. (a) The Company hereby consents to represents and warrants that the Offer and represents that (a) its Board of Directors (the "Board" or "Company’s Board of Directors") (, at a meeting duly called and held) has , has, based on the recommendation of the Special Committee, unanimously: (i) determined that approved and declared advisable the Transactions, including this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined such approval having been made in Section 2.1 hereof), are fair to and in accordance with the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyDGCL, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended thereof); (the "DGCL"), (iiiii) resolved to recommend acceptance that stockholders of the Offer Company accept the Offer, tender their Shares to Purchaser pursuant thereto and, if applicable, adopt this Agreement; and (iii) approved the transfer by Parent to Purchaser of the Five Star Note, and approval and adoption the Shares issuable upon the conversion of this Agreement by the holders Five Star Note, as may be deemed necessary or appropriate, in the sole determination of Company Common Stock; and Parent, to ensure compliance with Section 203 of the DGCL. (b) Furmxx Xxxx XXX Subject to paragraph (b) of Section 5.2, No Solicitation by the Company, Etc., hereof, the Company shall, through its Board of Directors, recommend that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant thereto and, if applicable, adopt this Agreement. (c) The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company’s Board of Directors described in subsection (a)(ii) above. (d) The Company hereby further represents and warrants that: (i) the Company and Special Committee have received the opinion of Xxxxxxx Securities Inc. (the "“Financial Advisor") has delivered to ”), dated the Board its opinion date of this Agreement, to the effect that, as of the date of this Agreement and based upon such date, and subject to the matters various assumptions and qualifications set forth therein, the cash consideration to be received by the holders of Company Common Stock Company’s stockholders in the Offer and the Merger is fair to such holders from a financial point of view (the "“Fairness Opinion"”). Subject ; and (ii) the Company has been authorized by the Financial Advisor to its fiduciary duties under applicable Laws permit the inclusion of the Fairness Opinion, and references thereto and to the Financial Advisor, in the Offer Documents, the Schedule 13E-3, the Schedule 14D-9 and any Proxy Statement, and all amendments thereto, if any, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld or delayed). (e) As promptly as defined in Section 4.1(c)(ii)) after consultation with independent counselpracticable on the date of commencement of the Offer, the Company hereby agrees to shall file with the SEC SEC: (i) a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules amendments, supplements and regulations thereunderexhibits thereto, the "Exchange Act"“Schedule 14D-9”) which shall contain, among other things, the recommendation of the Board of Directors of the Company described in Section 1.2(a), so long as Parent shall have furnished such information to the Company in and (ii) a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company13E-3. The Company will use its best efforts to shall cause the Schedule 14D-9 to be filed disseminated to holders of the Shares as and to the extent required by applicable federal securities laws. The Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement each of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally other hand, shall promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall be or shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case 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 upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Shares. In addition, the Company agrees to provide Parent and its counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, to consult with Parent and its counsel prior to responding to any such comments and to provide Parent with copies of all such responses, whether written or oral. (f) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. (g) To the extent permissible under applicable Law, the Company will cooperate and assist Purchaser in connection with the conversion into Shares of the convertible Five Star Group, Inc. $2,800,000 unsecured note payable to JL Distributors, Inc. (the “Five Star Note”), a wholly-owned subsidiary of the Parent (“JL Distributors”), as required by Section 1.6, Transfer of Five Star Note to Parent or Purchaser; Conversion of Five Star Note, by promptly: (i) obtaining any and all waivers or approvals necessary or appropriate to facilitate the transfer by JL Distributors of the Five Star Note from JL Distributors to Parent or Purchaser and to facilitate JL Distributors, Parent or Purchaser, as holder of the Five Star Note, to effect such conversion; (ii) making all reasonable modifications to its credit facilities, if any, as are deemed by the Company, Parent or Purchaser to be necessary or appropriate to effect such conversion; (iii) issuing such Shares to the holder of the Five Star Note promptly upon receipt of notice of conversion; and (iv) causing its counsel to furnish to the Company’s transfer agent a legal opinion in connection with the issuance of Shares upon the conversion of the Five Star Note in the event that the Company’s transfer agent requires such a legal opinion to issue the certificates representing such Shares.

Company Actions. The Company hereby consents to the Offer and the Merger and represents that and warrants that: (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has has, based on the recommendation of a special committee of two (2) independent directors, (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)is fair to, are fair to and in the best interests interest of, the holders of the stockholders of the CompanyCommon Stock, (ii) approved the executionOffer and the Merger and adopted this Agreement in accordance with the provisions of Delaware Corporate Law, delivery and performance (iii) recommended that the stockholders of the Transaction Documents by Company accept the Company Offer, tender their Shares pursuant to the Offer and the consummation of the transactions approve this Agreement and transaction contemplated therebyhereby, including the Merger and (iv) taken all other actions necessary to render Section 203 of Delaware Corporate Law inapplicable to the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and . (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Stock, other than UMI and any direct or indirect Subsidiary of UMI (including MergerSub), pursuant to the Offer and the Merger is fair to such holders of Common Stock from a financial point of view view, subject to the assumptions and qualifications contained in such opinion. (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)c) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC SEC, as soon as practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") ), containing the recommendation recommendations referred to in clause SECTION 2.2(a)(iii) (iiiunless the Board of Directors of the Company determines in good faith that such action would be inconsistent with its fiduciary duties to the stockholders of the Company under Delaware Corporate Law) above and shall disseminate the SCHEDULE 14D-9 as required by Rule 14d-9 under the Exchange Act. UMI and MergerSub and their counsel shall be given reasonable opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the SEC. 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 holders of the 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 are made, not misleading, except that no representation is made by the Company with respect to information supplied by UMI or MergerSub in writing for inclusion in the Schedule 14D-9. Each of UMI and MergerSub shall promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning the UMI Designees (and the information as defined in SECTION 2.3), as required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations Rule 14f-1 thereunder, and the "Exchange Act"), so long as Parent Company shall have furnished include such information to in the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders 14D-9. Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed UMI and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment MergerSub, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information the Schedule 14D-9 shall be, or have become false or misleading in any material respect respect; and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide UMI and its counsel with information with respect to any oral comments and copies of any written comments or other correspondence 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 UMI and its counsel an opportunity to participate in the response of the Company to such comments, including by participating with the Company and its counsel in any discussions with the SEC or its staff. (d) In connection with the Offer, the Company shall promptly furnish MergerSub with mailing labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Common Stock as of the most recent practicable date and shall furnish MergerSub with such additional information (including, but not limited to, updated lists of holders of Common Stock and their addresses, mailing labels and lists of security positions) and such other assistance as MergerSub or its agents may reasonably request in communicating the Offer to the holders of Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, MergerSub shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, shall deliver to the Company all copies of such information in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , at which all directors were present, duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Option Release Offer, the Merger and the Stockholder Agreement, determining that the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of the stockholders of of, the Company, (ii) approved the execution, delivery 's stockholders and performance recommending that holders of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including Shares accept the Offer and that the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of Company's stockholders approve this Agreement and based upon the Merger. The Company represents and subject to warrants that its Board of Directors has received the matters set forth therein, opinion of Interstate/Johnxxx Xxxe Corporation that the cash proposed consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer Offer, and by holders of Shares and Class B Shares pursuant to the Merger Merger, is fair to such holders from a financial point of view view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred described in paragraph (a) (subject to the right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in clause (iii) above (Section 6.02(b)), and the information required by Section 14(f) of Company shall cause to be disseminated the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to holders of Shares as and to the stockholders extent required by applicable Federal securities laws. Each of the Company. The , Parent and Sub 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, and the Company will use its best efforts further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to holders of Shares, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company each agree shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares and Class B Shares as of a recent date and of those persons becoming record holders subsequent to correct any such date, together with copies of all lists of stockholders, security position listings and computer files and all other information provided by it for use in the Schedule 14D-9 if and Company's possession or control, to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees reasonably available to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, regarding the beneficial owners of Shares, Class B Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in each case as and communicating the Offer to the extent required by Company's stockholders. Subject to the requirements of applicable securities lawslaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control. (d) The Company shall transmit to each holder of Class B Shares contemporaneously with the transmission of the Offer Documents to the holders of Shares (i) the Offer Documents, (ii) a letter stating that holders of Class B Shares who wish to participate in the Offer must request the conversion of their Class B Shares into Shares pursuant to the Amended and Restated Articles of Incorporation of the Company and (iii) a form of conversion request, which conversion request shall provide that a holder of Class B Shares requests conversion thereof simultaneous with Sub's first acceptance for payment of Shares pursuant to the Offer, and that the Shares received upon such conversion shall be deemed validly tendered pursuant to the Offer.

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Lawshall, as amended promptly as practicable (the "DGCL"), (iii) resolved but after affording Purchaser and its counsel a reasonable opportunity to recommend acceptance of the Offer review and approval comment thereon and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash giving good faith consideration to be received any comments made by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to Purchaser or its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)counsel) after consultation with independent counsel, the Company hereby agrees to file with the SEC and mail to the holders of Shares, as promptly as practicable on the date of the filing by Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing reflecting the recommendation referred of the Board of Directors of Company that holders of Shares tender their Shares into the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and Company hereby represents, that the Board of Directors of Company, at a meeting duly called and held at which a quorum was present throughout, has (i) unanimously determined by vote of its directors in attendance that the Offer is fair to and in clause the best interests of Company and its shareholders, (ii) adopted and approved this Agreement in accordance with the PCC and the SRC and (iii) above (and resolved to recommend to the information required by Section 14(f) holders of the Securities Exchange Act Shares to accept the Offer, and tender their Shares into the Offer (the “Company Recommendation”). The recommendation of 1934Company’s Board of Directors described in this section shall not be withdrawn or modified except in accordance with the terms of this Agreement. Company further represents that, prior to the execution hereof, Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) has delivered to the Board of Directors of Company its opinion that, as amended (together with all rules and regulations thereunderof the date of such opinion, the "Exchange Act"), so long as Parent shall have furnished such information consideration to be received by the holders of Shares pursuant to the Offer is fair from a financial point of view to such holders (other than Purchaser or any of its Affiliates (as defined in Section 2.1(a)). Company in a timely manner) and to mail such Schedule 14D-9 hereby consents to the stockholders inclusion in the Offer Documents of the Companyrecommendations of the Board of Directors of Company described in this Section 1.2(a). The Company will use its best efforts also represents to cause the Schedule 14D-9 Purchaser and authorizes Purchaser to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with state in the Offer Documents; PROVIDED , that in any event all directors and executive officers of Company who have knowledge of this Agreement on the date hereof have advised that they intend to tender all Shares they own into the Offer. (b) Company represents that the Schedule 14D-9 shall comply as to form in all material respects with the provisions of applicable United States federal securities laws and Philippines securities laws and, on the date filed with the SEC and on the date first published, sent or given to Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be filed and mailed no later than 10 business days following stated therein or necessary in order to make the commencement statements made therein, in light of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The circumstances under which they were made, not misleading, except that no representation is made by Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to information supplied by Purchaser for inclusion in the Schedule 14D-9 14D-9. Each of Company, on the one hand, and a summary of any such comments received orally promptly after Purchaser, on the receipt thereof. Parentother hand, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders shareholders of the Company, in each case case, as and to the extent required by applicable securities laws. Company shall provide to Purchaser and its counsel in writing any comments 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. (c) Company shall, as soon as practicable, and on the same or next business day from its filing of Schedule 14D-9 with the SEC, file the same document (including any corrections, supplements or amendments thereto) with the PSEC under PSEC Form 17-C, with a copy to the Philippine Stock Exchange, Inc. (the “PSE”). (d) In connection with the Offer, Company will promptly furnish Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares and ADSs as of the most recent practicable date and shall furnish Purchaser with such additional available information (including updated lists of holders of Common Shares and ADSs and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to Company’s record and beneficial shareholders. Subject to the requirements of applicable Law, and except for such steps as are reasonably necessary to disseminate the Offer Documents, Purchaser and its Affiliates, associates, agents and advisors shall keep such information confidential and use the information contained in any such labels, listings and files (except for those which are already publicly available) only in connection with the Offer and, should the Offer terminate or if this Agreement shall be terminated, will destroy all copies of such information then in their possession.

Company Actions. The Company hereby consents to the Offer and represents that (a) its the Company Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the CompanyCompany and its shareholders, (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of is sufficient to render Section 203 912 of the Delaware General New York Business Corporation Law, as amended Law (the "DGCLNYBCL")) inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) amended the Company Rights Agreement as described in Section 4.01(n), and (iv) resolved to recommend acceptance of the Offer and approval by those Shareholders who wish to receive cash for their Shares and adoption of this Agreement by the holders of Company Common Stock; Shares and (b) Furmxx Xxxx XXX (the "Financial Advisor") WP&Co. has delivered to the Company Board its opinion the Fairness Opinion as described in Section 4.01(l). The Company hereby consents to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock inclusion in the Offer Documents of the recommendation referred to in this Section 1.03; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent, and only to the Merger is fair to such holders from a financial point of view (extent and on the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined conditions, specified in Section 4.1(c)(ii)) after consultation with independent counsel, the 5.02. The Company hereby agrees to will file with the SEC simultaneously with the filing by Parent and Sub of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (the together with all amendments and supplements thereto, "Schedule 14D-9") containing such recommendations of the recommendation referred to Company Board in clause (iii) above (favor of the Offer and the Merger. The Company represents, warrants and covenants that Schedule 14D-9 will comply in all material respects with the Exchange Act and any other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws. The Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's Designees as required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) Rule 14f-1 thereunder and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its reasonable best efforts to cause have the Schedule 14D-9 available for inclusion to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 initial mailing (the "Schedule 14D-1"and any subsequent mailing) is filed and mailed together with of the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents to Shareholders. Each of the Offer. Company and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become it becomes false or misleading in any material respect and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable securities lawsLaw. Parent and its counsel will be given a reasonable opportunity to review the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. In connection with the Offer, the Company will promptly furnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of Shares as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of shareholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Sub will, and will instruct each of their respective affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with its terms, will deliver promptly to the Company (or destroy and certify to the Company the destruction of) all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, are advisable to, and such approval constitutes approval for purposes of Section 203 in the best interests of, the Company and its stockholders, (ii) approved this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that stockholders of the Company accept the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders tender their shares of Company Common Stock to Merger Sub in the Offer and and, to the Merger is fair to such holders from a financial point of view extent required by applicable Law, adopt this Agreement (the "Fairness Opinion"“Company Recommendation”). Subject , and (iv) to its fiduciary duties under applicable Laws the extent necessary, adopted a resolution having the effect of causing Parent and Merger Sub not to be prohibited from entering into a “business combination” (as such term is defined in Section 4.1(c)(ii203 of the DGCL) with the Company as a result of the execution of this Agreement or the Stockholder Agreements or the consummation of the Offer or the Merger or other transactions contemplated hereby and thereby, and ensuring that no state takeover law or similar Law will apply to the Offer, the Merger, the Stockholder Agreements, or any of the other transactions contemplated hereby or thereby, which exemption shall be irrevocable during the term of this Agreement. The Company consents to the inclusion of the Company Recommendation in the Offer Documents. The Company has been advised that all of its directors and executive officers who own shares of Company Common Stock intend to tender such shares pursuant to the Offer. (b) On the same date that the Offer Documents are filed with the SEC as contemplated by the first sentence of Section 2.1(b)) after consultation with independent counsel, the Company hereby agrees to shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934as originally filed, as amended (together with all rules amendments, supplements and regulations thereunderexhibits thereto, the "Exchange Act"“Schedule 14D-9”) which shall contain the Company Fairness Opinion and, subject to Section 6.5(c), so long as Parent shall have furnished such information to the Company in a timely manner) and Recommendation. The Company agrees to mail such cause the Schedule 14D-9 to be filed with the stockholders SEC and disseminated to holders of the Company. The shares of Company will Common Stock as required by and in accordance with applicable U.S. federal securities Laws and to use its reasonable best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together distributed to such holders concurrently with the Offer Documents; PROVIDED that . The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in any event the Schedule 14D-9 if it shall have become false or misleading in any material respect or as otherwise required by Law. The Company agrees to cause the Schedule 14D-9 as so corrected to be filed with the SEC and mailed no later than 10 business days following the commencement disseminated to holders of the Offershares of Company Common Stock as required by and in accordance with applicable U.S. federal securities Laws. Parent and its 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 the obligations relating to Schedule 14D-9 contained in this Section 2.2(b). Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to shall provide Parent Parent, Merger Sub and its their counsel copies of with (i) any comments or communications, whether written comments 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 and a summary of any such comments received orally promptly after the Company’s receipt thereof. Parentof such comments, Sub and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response. (c) In connection with the Offer, the Company each agree shall promptly to correct furnish Parent with a list of its stockholders, mailing labels and any information provided by it for use available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companystock depositories, in each case case, true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or its agents may reasonably request in connection with the extent required by applicable securities lawsOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares and, if required by applicable law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.03, (iv) acknowledged that such approval constitutes approval is effective for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiv) resolved to recommend acceptance elect, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement and (vi) take all necessary steps to render Section 203 of the Offer DGCL inapplicable to the Merger, Parent, Merger Subsidiary and approval and adoption the acquisition of this Agreement by Shares pursuant to the holders of Offer. The Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") further represents that JPMorgan has delivered to the Board its of Directors of the Company an opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAgreement, the cash consideration to be received by the holders of Company Common Stock Shares (other than Parent and Merger Subsidiary) in the Offer and the Merger is fair to such holders from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion in Section 4.1(c)(ii)) after consultation with independent counsel, the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company's rights to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.03 and represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of JPMorgan in the Schedule 14D-9 and the Proxy Statement. The Company hereby agrees represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer any and all Shares they own beneficially or of record. (b) The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the "Schedule 14D-9") containing that shall reflect, subject to the provisions of Section 6.03, the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts 's Board of Directors referred to cause above, and shall disseminate the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement stockholders of the OfferCompany as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the SECappropriate Offer Documents to the Company's stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel (who shall provide any comments thereon as soon as practicable). The Company agrees to provide Parent, and to consult with Parent and its counsel copies of regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 and a summary of any such comments received orally 14D-promptly after receipt thereof and any responses thereto. Each of the receipt thereof. ParentCompany, Sub the Parent and the Company each agree Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders of the Company, in each case Company as and to the extent required by applicable securities laws. (c) In connection with the Offer, the Company shall promptly furnish Parent with (or cause Parent to be furnished with) mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Company Actions. The Company hereby approves of and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The Company represents and warrants that (a) its the Board of Directors of the Company (the "“Company Board" or "Board of Directors") (”), at a meeting duly called and held) , has unanimously (i) determined that approved and declared advisable this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyTransactions, including the Offer and the Merger (as defined such approval having been made in Section 2.1 hereof), are fair to and in accordance with the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyDGCL, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"thereof), and (iiiii) resolved to recommend acceptance that stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant thereto and adopt this Agreement. Subject to Section 6.8(c), the Company shall, through the Company Board, recommend that stockholders of the Company accept the Offer, tender their Shares to Merger Sub pursuant thereto and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described above. The Company also represents and approval and adoption warrants that (A) the Company Board has received the opinion of Mxxxxx Sxxxxxx & Co. Incorporated (the “Company Financial Advisor”), dated the date of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion Agreement, to the effect that, as of the date of this Agreement and based upon such date, and subject to the matters various assumptions and qualifications set forth therein, the cash consideration to be received by the holders of Company Common Stock Company’s stockholders in the Offer and the Merger is fair to such holders from a financial point of view and (B) the "Fairness Opinion"Company has been authorized by the Company Financial Advisor to permit the inclusion of such opinion and/or references thereto in the Offer Documents and, together with a description of the material financial analyses underlying such opinion, in the Schedule 14D-9 and any Proxy Statement, subject to prior review and consent by the Company Financial Advisor (such consent not to be unreasonably withheld or delayed). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselFurther, the Company hereby agrees represents and warrants that it has been informed that all directors and executive officers of the Company intend to tender all of their respective Shares, if any, in the Offer and that the Offer Documents may so state. (a) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (the "such Schedule 14D-9", as amended from time to time, the “Schedule 14D-9”) containing describing the recommendation recommendations referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.2(a) and to shall mail such the Schedule 14D-9 to the stockholders holders of Shares. Each of the Company. The , 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 such information shall have become false or misleading in any material respect, and the Company will use its best efforts shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to the holders of Company Common Stock, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable Federal securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SECSEC and disseminated to holders of Shares. The Company agrees to shall provide Parent and its counsel copies of in writing with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments, shall consult with Parent and its counsel prior to responding to any such comments and shall provide Parent with copies of all such responses. (b) In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the holders of Company Common Stock. ParentSubject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 Merger and, if and this Agreement shall be terminated, shall, upon request, deliver to the extent that any Company all copies of such information shall have become false or misleading then in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawstheir possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held, has in light of the recommendation of its Special Committee of independent directors (the "Special Committee") has and subject to the terms and conditions set forth herein, (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof2.1), taken together, are fair to and in the best interests of the stockholders of the CompanyCompany (other than Parent and its affiliates), (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that the stockholders of the Offer Company accept the Offer, tender their Shares thereunder to Parent and, if required by applicable law, approve and approval and adoption of adopt this Agreement by and the holders Merger. The Company also represents that the Special Committee has reviewed the opinion of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered Xxxxxx Xxxxxxx & Co. Incorporated, financial advisor to the Board its opinion to the effect Special Committee, that, as of the date of this Agreement and based upon and subject to the matters set forth thereinApril 14, 1997, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger pursuant to this Agreement is fair to such holders the stockholders of the Company (other than Parent and its affiliates) from a financial point of view (the "Fairness Xxxxxx Xxxxxxx Opinion"). Subject to its fiduciary duties under applicable Laws . (as defined in Section 4.1(c)(ii)b) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC SEC, concurrently with the filing of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-9") containing the recommendation referred to recommendations described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.2(a) and to shall mail such the Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following promptly after the commencement of the Offer. The Schedule 14D-9 shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws. Parent and its counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Parent shall also execute, and its counsel copies of any written comments join in the filing of, the Schedule 13E-3 after review and approval thereof by the Company, the Special Committee and their respective counsel. (c) In connection with the Offer, the Company shall, or shall cause its counsel may receive from the SEC or its staff transfer agent to, promptly furnish Parent with respect to the Schedule 14D-9 and a summary such information, including updated lists of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, mailing labels and updated lists of security positions, and such assistance, at Parent's expense, as Parent or its agents may reasonably request in each case as and communicating the Offer to the extent required by applicable securities lawsrecord and beneficial holders of Shares. (d) Solely in connection with the tender and purchase of Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to shares owned by, or issuable to, any person.

Company Actions. The Company hereby approves of and consents to the Offer Offer. The Schedule 14D-9 will set forth, and the Company hereby represents to Parent, Purchaser and Merger Sub, that (a) its each of the Special Committee and the Board of Directors of the Company (upon the "Board" or "Board recommendation of Directors") (the Special Committee), at a meeting meetings duly called and held) , has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)is advisable, are fair to and in the best interests of the Company's stockholders of the Company, (other than Parent and its subsidiaries); (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including including, without limitation the Offer and the Merger, ; and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that the Company's stockholders accept the Offer, tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn or modified to the extent that the Board of Directors of the Offer and approval and adoption Company, based on the recommendation of the Special Committee, determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company's stockholders under applicable law; (b) the Special Committee has received the written opinion of Xxxxxxx, Sachs & Co., the financial advisor to the Special Committee ("Xxxxxxx Xxxxx"), dated the date of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial AdvisorFairness Opinion") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinsuch date, the $34.75 per Share in cash consideration to be received by the holders stockholders of the Company Common Stock in (other than Parent and its affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view to such stockholders (it being acknowledged and agreed that the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion of the disclosure set forth in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in this clause (iiib) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following subject to consent of Xxxxxxx Sachs in accordance with its engagement letter with the commencement Company); (c) the Special Committee, acting as the "Independent Directors" for purposes of Article IX of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on Company Charter, has approved the Schedule 14D-9 prior transactions contemplated herein as exceptions to the Company's filing Business Combination provisions in Article IX of the Schedule 14D-9 with Company Charter; and (d) the SEC. The Company agrees to provide Parent and its counsel copies Board of any written comments Directors of the Company or its counsel may receive from and the SEC or its staff with respect Special Committee have taken all necessary action to render the Schedule 14D-9 and a summary restrictions in Section 203 of any such comments received orally promptly after the receipt thereof. DGCL inapplicable to this Agreement, the transactions contemplated by this Agreement, Parent, Sub Purchaser, DNS and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsMerger Sub.

Company Actions. The Company hereby consents to the Offer represents and represents warrants that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) ), has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are is fair to and in the best interests of the stockholders of the Company, (ii) approved the executionresolved to approve (A) this Agreement, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes the issuance of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 Shares to the stockholders of the Sub in connection with the Merger (B) the amendment of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date 's Certificate of Incorporation as Sub's Tender Offer Statement on Schedule 14D-1 contemplated by Section 1.04 (the "Schedule 14D-1Amendment Proposal"), and (C) the issuance of Shares (the "Stock Issuance Proposal") is filed pursuant to the GranCare Merger contemplated by the amended and mailed together with restated agreement and plan of merger (the Offer Documents; PROVIDED that in any event "GranCare Merger Agreement") by and among GranCare, the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Company, a wholly-owned subsidiary of the Offer. Parent Company ("Merger Sub") and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and to recommend (subject to its fiduciary duties as advised by legal counsel) approval of this Agreement, the Amendment Proposal and the Company each agree promptly to correct any information provided Stock Issuance Proposal (collectively, the "Stockholder Approvals") by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as (iii) taken all necessary steps to render Section 203 of the DGCL and Article Tenth of the Company's Restated Certificate of Incorporation inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent required permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable securities lawsto the Merger, or the transactions contemplated by this Agreement and (v) approved the Rights Agreement Amendment (as defined below), and (b) Credit Suisse First Boston ("CSFB") and NationsBanc Capital Markets, Inc. ("NationsBanc"), the Company's financial advisors, have advised the Company's Board of Directors that, in their opinion, the consideration to be paid to or retained by the Company's stockholders in the Merger and the GranCare Merger is fair, from a financial point of view, to such stockholders.

Company Actions. The Company hereby consents to the Offer and represents and warrants (i) that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting meetings duly called and held) (a) has (i) unanimously determined as of the date hereof that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (iib) has unanimously approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as stockholders of the date Company, (ii) that such approval constitutes approval of this Agreement and based upon the transactions contemplated hereby for purposes of Section 203 of the DGCL and subject (iii) that the Board of Directors will not withdraw, amend or modify such recommendation unless it determines in good faith, on the advice of outside counsel, that such action is necessary for the Board of Directors to comply with its duties to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties Company's stockholders under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsellaw. On the date of the commencement of the Offer, the Company hereby agrees shall file or cause to file be filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the unanimous recommendation referred to of the Board of Directors in clause (iii) above (favor of the Offer and the information required by Section 14(f) Merger and shall permit the inclusion in the Schedule 14D-1 of such recommendation, in each case subject to the fiduciary duties of the Securities Exchange Act Board of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders Directors of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Each of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally Purchaser will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become becomes false or misleading in any material respect and the Company further agrees to 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 the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable securities laws.law. 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. The Company agrees to provide Parent with any comments that may be

Company Actions. (a) The Company hereby consents to the Offer and represents that and warrants that: (ai) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in connection with this Agreement and the transactions contemplated hereby have been consented to and expressly approved by the requisite majority of the Board of Directors of the Company, (ii) its Board of Directors (the "Board" or "Board of Directors") (at a meeting or meetings duly called and heldheld prior to the date hereof) has has (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), hereinafter defined) are advisable and fair to and in the best interests of of, the stockholders shareholders of the Company, , (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiB) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the holders shareholders of Company Common Stock; the Company, (C) (subject to the representations of the Parent and Purchaser in Section 1.02(c) being accurate and complete in all respects) taken the necessary steps to render Article Ninth of the Company's Certificate of Incorporation inapplicable to Parent and Purchaser and to the Merger and the acquisition of Shares pursuant to the Offer, and (bD) Furmxx Xxxx XXX resolved to elect, to the extent permitted by law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (the collectively, "Financial AdvisorTakeover Laws") of any jurisdiction that may purport to be applicable to this Agreement, and (iii) ING Barings LLC ("ING Barings"), the Company's independent financial advisor, has delivered to the Company's Board of Directors its written opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock paid in the Offer and the Merger to holders of Shares is fair to such holders fair, from a financial point of view view, to such shareholders. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counseldate of commencement of the Offer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation referred to recommendations of its Board of Directors described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"1.02(a)(ii)(B), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts hereby consents to cause the inclusion of such recommendations in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed Documents mailed or furnished to holders of Shares. Parent, Purchaser and mailed no later than 10 business days following the commencement of the Offer. Parent and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of Purchaser with, and to consult with Parent and Purchaser regarding, any written comments the Company or its counsel that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the upon receipt thereof. Parent, Sub Purchaser and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable securities lawslaw. (c) For the purpose of Section 1.02(a)(ii)(C), each of Parent and Purchaser represents and warrants to the Company and to the Board of Directors of the Company that

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer Offer, the Merger and the Merger Top-Up Option (as defined in Section 2.1 hereofherein), are fair to advisable, and in the best interests of of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Top-Up Option, (iii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer, (ii) approved the executiontender their Shares and, delivery if required by applicable Law, adopt and performance of the Transaction Documents by the Company approve this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.3, (iv) acknowledged that such approval constitutes approval is effective for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiv) resolved to recommend acceptance elect, to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws and Regulations of any jurisdiction that may purport to be applicable to this Agreement, and (vi) taken all necessary steps to render Section 203 of the Offer DGCL inapplicable to the Merger, Parent, Merger Subsidiary, and approval and adoption the acquisition of this Agreement by Shares pursuant to the holders of Offer. The Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") further represents that PWP has delivered to the Board its of Directors of the Company an opinion to the effect that, as of the date of this Agreement and based upon such opinion, and subject to the matters various assumptions and qualifications set forth therein, the cash consideration Offer Price or Merger Consideration to be received by the holders of Company Common Stock Shares (other than the Company, any wholly-owned Subsidiary of the Company, Parent and Merger Subsidiary) in the Offer and the Merger is fair to such holders fair, from a financial point of view view, to such holders. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.2(a), subject to the Company’s rights to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.3 and represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of PWP in the Schedule 14D-9 and the Proxy Statement so long as PWP and its counsel have had a reasonable opportunity to review and approve such inclusion and have approved such inclusion before the submission or distribution of the Schedule 14D-9 and the Proxy Statement (the "Fairness Opinion"such approval not to be unreasonably withheld, conditioned or delayed). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer any and all Shares they own beneficially or of record. (b) The Company shall file with the SEC SEC, as promptly as practicable after the filing by Parent of the Offer Documents (and in any event within ten (10) Business Days thereafter), a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (as amended and supplemented from time to time, the "“Schedule 14D-9"”) containing that shall reflect, subject to the provisions of Section 6.3, the recommendation of the Company’s Board of Directors referred to in clause (iiiSection 2.2(a) above (above, and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause disseminate the Schedule 14D-9 to be filed on stockholders of the same date Company as Sub's Tender Offer Statement on Schedule 14D-1 (required by Rule 14D-9 promulgated under the "Schedule 14D-1") is filed Exchange Act. To the extent practicable, the Company shall cooperate with Parent and mailed together with the Offer Documents; PROVIDED that Merger Subsidiary in any event mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the holders of Shares. The Schedule 14D-9 shall be filed and mailed no later than 10 business days following comply in all material respects with the commencement provisions of the Offerapplicable federal securities Laws. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary required by the Exchange Act to be set forth in the Schedule 14D-9 or reasonably requested by the Company for inclusion therein. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel counsel, and Parent and Merger Subsidiary shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent (i) copies of, and to consult with Parent and its counsel copies of regarding any written comments the Company or its counsel that may receive be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt thereof and (ii) a reasonable opportunity to participate in the receipt thereof. Parent, Sub and response of the Company each agree 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. Each of the Company, Parent and Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to 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 the stockholders of the Company, in each case Company as and to the extent required by applicable securities lawsLaw. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent promptly with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Company Actions. The Company hereby consents to the Offer and represents that (a) its The Company shall, after affording Novartis a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Company Common Stock, as promptly as practicable on the date of the filing by Novartis and Merger Sub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company’s Board of Directors (and the "Board" or "Special Committee that holders of Public Shares tender their shares of Company Common Stock into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company’s Board of Directors") (Directors and the Special Committee, at a meeting duly called and held) has at which a quorum was present throughout, have (i) determined by unanimous vote of all its members that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are is fair to and in the best interests of the Company and its stockholders of the Companyother than Santo, (ii) approved the executionSanto Purchase, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 of this Agreement in accordance with the Delaware General Corporation Law, as amended Law (the "“DGCL"”), (iii) resolved to recommend recommended acceptance and approval of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company’s stockholders, and (biv) Furmxx Xxxx XXX taken all other action within the Board of Directors’ and the Special Committee’s power to render Section 203 of the DGCL, if applicable, inapplicable to the Santo Purchase, the Offer and the Merger, provided, however, that Novartis and Merger Sub agree that such recommendations may be modified or withdrawn after the date hereof if, but only if, after consultation with its outside counsel, the Special Committee determines that doing so is required in the proper exercise of its fiduciary duties. The Company further represents that, prior to the execution hereof, Xxxxxxx Xxxxx & Co. (the "Financial Advisor"“Xxxxxxx Xxxxx”) has delivered to the Board Special Committee its written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinAgreement, the cash consideration to be received by the holders of Company Common Stock in Public Shares pursuant to the Offer and the Merger is fair to such holders stockholders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Companyview. The Company will use its best efforts hereby consents to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with inclusion in the Offer Documents; PROVIDED Documents of the recommendations of the Special Committee described in this Section 1.2(a). (b) The Company represents that in any event the Schedule 14D-9 shall be filed comply in all material respects with the provisions of applicable federal and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment state securities laws and, on the Schedule 14D-9 prior date filed with the SEC and on the date first published, sent or given to the Company's filing ’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 made therein, in light of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they were made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to information supplied by Novartis or Merger Sub in writing for inclusion in the Schedule 14D-9 14D-9. Each of the Company, on the one hand, and a summary of any such comments received orally promptly after Novartis and Merger Sub, on the receipt thereof. Parentother hand, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case case, as and to the extent required by applicable federal securities laws. The Company shall provide to Novartis 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. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Novartis, Merger Sub and their Affiliates, associates, agents and advisors shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will destroy all copies of such information then in their possession, provided, that Novartis, Merger Sub and their Affiliates, associates, agents and advisors may keep one copy of such information in the office of their general counsel solely for the purpose of preserving the record of the materials received and using the same to defend against any claims or actions threatened or instituted involving such information. Novartis, Merger Sub and their Affiliates, associates, agents and advisors may retain all analyses, compilations, studies or other documents or records prepared by them, which contain or otherwise reflect or are generated from such information.