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 Company hereby consents to the Offer and represents that (a) its Schedule 14D-9. On the date the Offer Documents are filed with the SEC, provided that, in each case, Acquiror shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Acquiror’s designees to the 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 therebywith respect to Acquiror’s officers, including the Offer directors 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 counselaffiliates, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (the "such Schedule 14D-9") containing , together with any supplements or amendments thereto, the recommendation referred “Schedule 14D-9”), which shall describe and make the Recommendation with respect to the Offer, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Ordinary Shares. The Company shall also include in clause (iii) above (the Schedule 14D-9 the Fairness Opinion and the information required by Section 14(f) advice of the Securities Exchange Act independent financial advisor and the advice of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent independent directors of the Company on the Offer. Acquiror shall have furnished such information promptly furnish 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 writing all information concerning Acquiror that may be required by applicable securities laws for inclusion in 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 14D-9. Each 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 Acquiror 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 respect. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the stockholders holders of the CompanyCompany Ordinary Shares, in each case as and to the extent required by applicable securities lawsLegal Requirements. The Company shall promptly notify Acquiror upon the receipt of any comments from the SEC, SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity (or their staffs) for amendments or supplements to the Schedule 14D-9, and shall provide Acquiror with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, SIC, Court or any other Governmental Entity (or their staffs), on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC, SIC, Court or any other Governmental Entity (or their staffs) with respect to the Schedule 14D-9, and the Company shall provide Acquiror and their respective counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC, SIC, Court or any other Governmental Entity (or their staffs). Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Ordinary Shares, or responding to any comments of the SEC, SIC, Court or other Governmental Entity (or their staffs) with respect thereto, the Company shall provide Acquiror a reasonable opportunity to review and to propose comments on such document or response.

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 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), are advisable and are fair to and in the best interests of the stockholders of the Company, Company and (iib) approved the execution, delivery and performance of the Transaction Documents by the Company this Agreement and the consummation of the transactions contemplated thereby, including the Offer Merger 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 and, if required by applicable law, 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 by the stockholders of the Company; provided, that such holders recommendation may be withdrawn, modified or amended if, in the good faith opinion of the Board of Directors, after receiving advice from independent legal counsel at a financial point meeting of view (the "Fairness Opinion"). Subject to Board of Directors, such recommendation would be inconsistent with its fiduciary duties to the Company's shareholders under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsellaw. Upon 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 recommendation referred to 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 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 Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's 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 will use its best efforts with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Offer Documents. The Company 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 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 extent required by applicable federal securities laws. 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 lawslaw. Purchaser 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 Purchaser with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof.

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 as of the date hereof that this Agreementthe Offer, 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), ) and the Spin-Off are fair to the stockholders of the Company and are 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"), (iiib) 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; which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of Sections 902 and 912 of the New York Business Corporation Law (b) Furmxx Xxxx XXX (the "Financial AdvisorNYBCL") ). The Company further represents that Lazard Freres & Co. LLC 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 Shares in the Offer Offer, the Merger and the Merger Spin-Off is fair to such the holders of the Company's 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 (the "Schedule 14D-9SCHEDULE 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 subject to the provisions of Section 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. The Company will use its best efforts to cause the 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 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 in writing with 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 lawsSECTION 1.3.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent 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 Company Board that holders of Shares tender their Shares pursuant to the Offer and represents that (a) its Board of Directors (the "“Company Recommendation”) 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 Board" or "Board of Directors") (, at a meeting duly called and held) held at which a quorum was present throughout, 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 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 stockholders, (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 adopted this Agreement in accordance with 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 recommended acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company’s stockholders (if such approval and adoption are required by applicable Law), and (biv) Furmxx Xxxx XXX (the "Financial Advisor") has delivered taken all other action necessary to the Board its opinion to the effect that, as render Section 203 of the date of this Agreement DGCL and based upon and subject the Rights inapplicable 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 counselMerger; provided, however, that the Company hereby agrees Recommendation may be withdrawn, modified or amended only prior to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (acceptance for payment of Common Shares pursuant to the "Schedule 14D-9") containing Offer, and only to the recommendation referred to in clause (iii) above (and the information required extent permitted 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 Company6.2. 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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents 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 recommendations 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 Board described 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 lawsthis Section 1.2(a).

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 (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 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 therein, knowledge of 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(fCompany) 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 Transactions that each such information person either intends to tender pursuant to the Company 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 timely manner) and to mail such Schedule 14D-9 party 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 Agreement.

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 adopted resolutions approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectivelyStockholder Agreement, 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 the Merger are fair to, and in the best interests of, the Company and its stockholders and recommending that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the Merger and this Agreement (if required); provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to take such action could reasonably be expected to result in a breach of the Board of Directors' fiduciary obligations under applicable law and adoption the Company terminates this Agreement pursuant to Section 9.1(d). The Company represents that its Board of Directors has received the opinion of Xxxxx, Xxxxxxxx & Xxxx, Inc. ("AH&H") 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 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 to be received by the holders of Company Common Stock in Shares (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 holders, and a complete and correct signed copy of such opinion will promptly be delivered by the Company to Parent. The Company has been authorized by AH&H to permit the inclusion of such opinion (or a reference thereto) in the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselSchedule 14D-1, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"as hereinafter defined) containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, Proxy Statement (as amended (together with all rules and regulations thereunder, the "Exchange Act"hereinafter defined), 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 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. Section 1.2.1 The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares, as promptly as reasonably practicable on the date of the filing by Parent 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 Company Board that holders of Shares 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 Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance 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 advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) 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 this Agreement in accordance with 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 recommended acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company’s stockholders (if such adoption is required by applicable law), and (bD) Furmxx Xxxx XXX taken all action necessary to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger and the Ancillary Agreements; provided, however, that such recommendation and approval may be withdrawn, modified or amended solely to the extent permitted by Section 5.4.3. In addition, the Schedule 14D-9 will set forth, and the Company further represents, that, prior to the execution hereof, Capitalink, L.C. (the "“Company 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 thereinJuly 26, 2005, the cash consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such the holders of Shares 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 recommendations of 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 Board described in clause (iii) above (this Section 1.2.1 and the information required by Section 14(f) terms of the Securities Exchange Act opinion 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 Financial Advisor. 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 material 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 misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and 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 the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments that Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent, the Purchaser or their counsel. The Company shall provide Parent, the Purchaser and their counsel with a copy of any written comments or telephonic notification of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Offer promptly after receipt thereof, shall consult with Parent, the Purchaser and their counsel prior to responding to any such comments, and shall provide Parent, the Purchaser and their counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Company or its counsel.

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 (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 this Agreement and the Transaction Documents by the Company Stockholders Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, and a majority of the members of the Board of Directors of the Company voting for such approval constitutes approval were and are Continuing Directors (as defined in and for purposes of Section 203 11(b) of the Delaware General Corporation Law, as amended (the "DGCL"Company's Restated Certificate of Incorporation), and (iii) after considering its fiduciary duties under applicable law upon the advice of counsel, resolved to recommend acceptance of the Offer and Offer, approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock; , and (b) Furmxx Xxxx XXX A.G. Xxxxxxx & Xons, Inc. (the "Financial AdvisorEdwaxxx") has xas delivered to the Board its opinion to the effect that, as of Directors of the date of this Agreement and based upon and subject to Company its written opinion that the matters set forth therein, the cash consideration Offer Consideration to be received by the holders of Company Common Stock in the Offer and in the Merger is fair to such holders fair, from a financial point of view (view, to such holders. The Board of Directors of the "Fairness Opinion"). Subject to Company shall not withdraw, modify or amend its fiduciary duties approval or recommendation of the Offer, this Agreement, the Stockholders Agreement or the Merger unless the Board of Directors of the Company shall conclude in good faith upon the advice of counsel that such action is required under applicable Laws (as defined law for the discharge of such Board's fiduciary duties. The Company hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 4.1(c)(ii)) after consultation with independent counsel, the 1.3. The Company hereby agrees to 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 (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 shall have furnished such information to the Company in a timely manner) thereunder and to mail such Schedule 14D-9 to the stockholders of the Companyany other applicable law. 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 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 laws.law. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. 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

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 (the "Fairness Opinion"such consent not to be unreasonably withheld). 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 inclusion of the SEC Fairness Opinions (or a Solicitation/Recommendation Statement on reference thereto) in the Offer Documents, the Schedule 14D-9 (the "Schedule 14D-9"as hereinafter defined) containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, Proxy Statement (as amended (together with all rules and regulations thereunder, the "Exchange Act"hereinafter defined), 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 represents and warrants that its best efforts Board of Directors has taken all necessary steps 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 render Section 203 of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior DGCL inapplicable to the Company's filing of Offer, 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 Merger and the Company each agree promptly to correct any information provided transactions contemplated 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 this Agreement 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 Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has by the unanimous vote of all directors of the Company (upon the unanimous recommendation of the Transactions Committee): (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 and adopted this Agreement, declared the execution, delivery advisability of this Agreement and performance of the Transaction Documents by the Company and the consummation of approved the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes in accordance with the requirements 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 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 to Merger Subsidiary pursuant to the Offer (the unanimous recommendation of the Company Board (upon the unanimous recommendation of the Transactions Committee) that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Merger is fair Offer being referred to such holders from a financial point collectively as the “Board Recommendation”); and (iv) elected that this Agreement and the transactions contemplated hereby be expressly governed by Section 251(h) of view Delaware Law. Except to the extent expressly permitted by Section 7.02(d) or Section 7.02(e): (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)A) after consultation with independent counsel, the Company hereby agrees to file with Board shall unanimously make the SEC a Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendation referred Board Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in clause (iii) above (and a manner adverse to Parent or Merger Subsidiary, the information required by Board Recommendation. Subject to Section 14(f) 7.02, the Company consents to the inclusion 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 Board Recommendation 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 that (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company’s Board of Directors (that holders of shares of Company Common Stock tender their shares into the "Board" or "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 that the Company’s Board of Directors") (at a meeting duly called and held) Directors has (i) determined by unanimous vote of all of 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 advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (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, 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"), ”) and (iii) resolved to recommend recommended (the “Company Offer Recommendation”) acceptance of the Offer and approval and adoption of this Agreement by the holders of Company’s stockholders; provided, however, that such Company Common Stock; Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (bsuch a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to after consultation with its outside counsel, the Board its opinion of Directors determines that the failure 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 take such action is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to inconsistent with its fiduciary duties under applicable Laws Law; and (as defined z) at least 3 Business Days prior to making a Change in Section 4.1(c)(ii)) after consultation with independent counselCompany Offer Recommendation, the Company hereby agrees has provided written notice to file with the SEC Parent that it is prepared to make a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to Change 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 lawsRecommendation.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent 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 unanimous recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer and represents that (a) its Board of Directors (the "“Company Recommendation”) 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 Board" or "Board of Directors") (, at a meeting duly called and held) held at which a quorum was present throughout, 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 approved the Offer and the Merger and adopted this Agreement in accordance with the OBCA, (as defined in Section 2.1 hereof)ii) determined that each of the transactions contemplated hereby, are including each of the Offer and the Merger, is fair to and in the best interests of the stockholders Company and its shareholders, (iii) recommended that the Company’s shareholders accept the Offer tender their Common Shares to the Purchaser and approve the Merger and this Agreement, (iv) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company OBCA and the consummation of Rights inapplicable to the transactions contemplated thereby, including Offer and the Merger and (v) elected that the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 to the extent of the Delaware General Corporation Company Board’s power and authority and to the extent permitted by Law, as amended (not be subject to any Takeover Laws of any jurisdiction that may purport to be applicable to the "DGCL")Offer, (iii) resolved to recommend acceptance of the Offer and approval and adoption of Merger, this Agreement by or the holders of transactions contemplated hereby; provided, however, that the Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered Recommendation may be withdrawn, modified or amended only prior to the acceptance for payment of Common Shares pursuant to the Offer, and only to the extent permitted by Section 6.2. The Company Board its has received the opinion of Xxxxxxx, Sachs & Co., the Company’s financial advisor, to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinOctober 13, 2007, the cash consideration to be received by the holders of Company Common Stock in Shares (other than Parent and its Affiliates) pursuant to 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 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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents 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 recommendations 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 Board described 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 lawsthis Section 1.2(a).

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 (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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents 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 recommendation of the Schedule 14D-9 with 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 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 described 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 lawsthis Section 1.02(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (ai) its the Company Board (at a meeting duly called and held) has (x) determined that this Agreement, the Offer and the Merger are fair to and in the best interests of Directors the Company and the Shareholders, (y) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (z) resolved to recommend that the Shareholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby (the determinations, approvals and recommendations of the Company Board set forth in this clause (i) being hereinafter collectively referred to as the "RECOMMENDATION"), (ii) a committee of the Company Board formed pursuant to Section 302A.673 of the MBCA (the "Board" or "Board of DirectorsCOMMITTEE") (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") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests approval of the stockholders of the Company, Committee set forth in this clause (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, being hereinafter referred to as amended (the "DGCLCOMMITTEE APPROVAL"), (iii) resolved Xxxxxxx Xxxxx Xxxxxx Inc. has provided to recommend acceptance of the Offer and approval and adoption of this Agreement by Company Board the holders of Company Common Stock; opinion described in Section 3.01(r) and (biv) Furmxx Xxxx XXX (assuming the "Financial Advisor") has delivered to accuracy of Parent's and Sub's representation in Section 3.02(c), the Board its opinion to Offer, the effect thatMerger, as of the date of this Agreement and based upon the transactions contemplated hereby will not be impeded by the provisions of Sections 302A.671, 302A.673 and subject 302A.675 of the MBCA. The Company hereby consents 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 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 counselCommittee Approval, 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 shall not permit the Recommendation and disclosure regarding the Committee Approval or any component thereof 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 be modified in any material respect and manner adverse to Parent or Sub or withdrawn by the Company further agrees to take all steps necessary to cause Board or the Schedule 14D-9 Committee, as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companyapplicable, or in each case any other manner, except as and to the extent required by applicable securities lawsprovided in Section 4.02(b).

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)) 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. (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 any event a manner adverse to Parent or Acquisition Sub, and no resolution by the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement board 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 directors 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 any committee thereof to withdraw 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 modify the Company each agree promptly Board Recommendation in a manner adverse to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information Parent or Acquisition Sub 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 lawsadopted.

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 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 pursuant to the Offer and the Merger is fair to such holders from a financial point of view 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 and tender their shares of Company Common Stock pursuant to cause the Schedule 14D-9 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 filed on subject to any state takeover law or similar Legal Requirement, including, without limitation, Section 203 of the same date as Sub's Tender DGCL, that might otherwise apply to the Offer Statement on Schedule 14D-1 or the Merger or any of the other transactions contemplated by this Agreement. Subject to Section 5.3: (A) the "Schedule 14D-1") is filed and mailed together with Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; PROVIDED that and (B) the Company Board Recommendation shall not be withdrawn or modified in any event a manner adverse to Parent or Acquisition Sub, and no resolution by the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement board 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 directors 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 any committee thereof to withdraw 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 modify the Company each agree promptly Board Recommendation in a manner adverse to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information Parent or Acquisition Sub shall have become false be adopted 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 lawsproposed.

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 that (ai) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) has , has, subject to the terms and conditions set forth herein, 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 the Offer and the Merger (as defined in Section 2.1 hereof)collectively, the "Transactions") are fair to and in the best interests of the holders of the Shares and approved the Transactions, and (B) declared this Agreement and the Merger advisable and resolved 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 and (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 PricewaterhouseCoopers Securities LLC (the "Financial Advisor") has delivered to the Company Board its written opinion (or oral opinion to be confirmed in writing) 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 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 Advisor to permit, subject to prior review and consent by such Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 1.8. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a). The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are, assuming that Parent and its affiliates do not own any Shares, sufficient to render the relevant provisions of Section 203 of the Delaware General Corporation Law (the "Fairness OpinionDGCL"). Subject ) inapplicable to its fiduciary duties under applicable Laws the Offer, the Merger and the Tender Agreements (as defined in Section 4.1(c)(ii8.4(b)) 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. (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 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) inclusion 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 Board Recommendation 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 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 hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and such approval constitutes approval for purposes of Section 203 302A.675 of the Delaware General Corporation LawMBCA, as amended (that might otherwise apply to the "DGCL"), (iii) resolved to recommend acceptance Offer or the Merger or any of the Offer other transactions contemplated by this Agreement, the Tender and approval and adoption Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of this Agreement by directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the holders treatment 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 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 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) inclusion 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 Board Recommendation 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 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 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 (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 Company hereby agrees has been authorized by the Company Financial Advisor to file permit the inclusion of such opinion and/or references thereto in the Offer Documents and, together 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) description of the Securities Exchange Act of 1934material financial analyses underlying such opinion, 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. ParentProxy Statement, Sub subject to prior review and consent by the Company each agree promptly Financial Advisor (such consent not to correct any information provided by be unreasonably withheld or delayed). Further, the Company represents and warrants that it for use has been informed that all directors and executive officers of the Company intend to tender all of their respective Shares, if any, in the Schedule 14D-9 if Offer and to that 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 Offer Documents may 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 lawsstate.

Company Actions. (a) The Company hereby consents shall file with the SEC, simultaneously with the filing by Parent and Purchaser of the Schedule 14D-1, and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and represents 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 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 Company and the CompanyShareholders, (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 MergerMerger in accordance with Section 1101 of the GCL and approved this Agreement and the Stock Option Agreement, 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 StockShareholders; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board its opinion to the effect that, as of Directors of the date of this Agreement and based upon and subject Company determines in good faith by a majority vote that it is necessary under applicable Law (as hereinafter defined) to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock do so in the Offer and the Merger is fair to such holders from a financial point exercise 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 Shareholders but only after receipt of written advice 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 outside legal 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 fiduciary obligations of the Board of Directors. (b) 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 Shareholders, shall not contain any untrue statement of a summary 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 any such comments received orally promptly after the receipt thereofcircumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. ParentEach of the Company, Sub on the one hand, and Parent and the Company each Purchaser, on the other hand, 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 misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the CompanyShareholders, in each case as and to the extent required by applicable federal securities laws.law. (c) In connection with the Offer, the Company will furnish the Purchaser with such information and assistance as the Purchaser or its agents or representatives may reasonably request in connection with communicating the Offer to the record and beneficial holders of the Shares, including, without limitation, its stockholders list, security position listings and non-objecting beneficial owners list, if any. 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 the Purchaser and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in such stockholders list, security position listings and non-objecting beneficial owners list, 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 (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control. SECTION 1.03

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 (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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on recommendation of the Schedule 14D-9 prior Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company's filing 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 Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies fairness opinion of any written comments the Company or its counsel may receive from the SEC or its staff with respect to JPMorgan in the Schedule 14D-9 and a summary the Proxy Statement. The Company hereby represents and warrants that it has been advised that each of any such comments received orally promptly after the receipt thereof. Parent, Sub its directors and the Company each agree promptly executive officers intends to correct any information provided by it for use in the Schedule 14D-9 if and tender pursuant to the extent that Offer any such information shall have become false and all Shares they own beneficially 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 lawsrecord.

Company Actions. The Company hereby consents to the Offer and represents that 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 , has, on the basis of matters considered by the Company Board as of the date of such meeting, (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), are is fair to and in the best interests of the stockholders holders of the CompanyCompany Common Stock, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company declared advisable this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and (iii) such approval constitutes approval by the Company Board of this Agreement and the transactions contemplated hereby, including the Merger, for purposes of Section 203 Part Five and Article 13 of the Delaware General Corporation Law, as amended TBCA and (the "DGCL"), (iiiiv) 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 Xxxxxxx Xxxxx Barney Inc. and Xxxxxxx Xxxxx & Company, L.L.C. (together, the "Company Financial AdvisorAdvisors") has have delivered to the Board its opinion of Directors of the Company their separate written opinions to the effect that, that as of the date of this the Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by in the Offer and the Merger, taken as a whole, is fair, from a financial point of view, to the holders of Company Common Stock in the Offer (other than Parent and the Merger is fair its affiliates) (photocopies of which have been or will be delivered to such holders from a financial point of view (the "Fairness Opinion"Parent). 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 all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation of the Company Board referred to in clause (iiia) above (and the information required by Section 14(fiv) of the Securities Exchange Act of 1934, as amended preceding sentence (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information subject to the fiduciary duties of the Company in a timely mannerBoard under Texas law) and shall mail or cause to mail such be mailed the Schedule 14D-9 to the stockholders holders of the CompanyCompany Common Stock. The Company will use its best reasonable efforts to cause the Schedule 14D-9 to be filed with the SEC as promptly as is practicable after, and if practicable on the same date as Subas, Parent's Tender Offer Statement on and Purchaser's Schedule 14D-1 (the "Schedule 14D-1") is filed with the SEC and to permit such Schedule 14D-9 to be mailed together with the Offer Documents; PROVIDED provided, however, that in any event the Schedule 14D-9 shall be filed with the SEC and mailed to the holders of Company Common Stock no later than 10 business days following the commencement of the Offer. The Schedule 14D-9 shall comply in all material respects with the Exchange Act and any other applicable law and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law. The 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 Purchaser each 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 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, Purchaser and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. In connection with the Offer, the Company shall promptly furnish Purchaser with 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 Parent and Purchaser with such information and assistance (including updated lists of shareholders and lists of security positions) as Parent and Purchaser or any of their 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 Purchaser and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in such lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall deliver promptly to the Company all copies of such information in their possession.

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. The Company hereby consents to the Offer and represents that (a) its Board of Directors (On the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined date 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 Documents are filed with 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 counselSEC, the Company hereby agrees to shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred with respect to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended this Offer (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 recommendation that the stockholders of the CompanyCompany accept the Offer, tender their shares of Common Stock to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger. The Company will use its best efforts agrees to cause the Schedule 14D-9 to be filed on with the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed SEC and mailed disseminated to holders of shares of Common Stock, together with the Offer Documents; PROVIDED that , in any event each case as and to the Schedule 14D-9 shall be filed extent required by applicable federal securities laws. The Company, on the one hand, 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 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 Company, in each case Common Stock as and to the extent required by applicable federal securities laws. The Parent, the Purchaser, and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide the Parent, the Purchaser and their counsel in writing with any comments or communications, written or oral, that 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.

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 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 Offer, tender their Shares thereunder to the Board its opinion to the effect that, as of the date of Purchaser and approve and adopt this Agreement and based upon and subject to the matters set forth thereinMerger; provided, the cash consideration to that such recommendation may be received by the holders of Company Common Stock withdrawn, modified or amended if, in the Offer and opinion of the Merger is fair Board of Directors, only after receipt of advice from outside legal counsel, failure to withdraw, modify or amend such holders from a financial point recommendation would reasonably be expected to result in the Board of view (the "Fairness Opinion"). Subject to Directors violating 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 shareholders under applicable law and the Schedule 14D-9 with Company pays the SECfees and expenses required by Section 8.1 hereof. The Company agrees represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to provide Parent and its counsel copies render the relevant provisions of any written comments such Section 00-000-000 of the Company or its counsel may receive from the SEC or its staff with respect Business Combination Act inapplicable to the Schedule 14D-9 and a summary of any such comments received orally promptly after Offer, the receipt thereof. Parent, Sub Merger 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 lawsShareholders Agreement.

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 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 CompanyParent. The Company will use its best efforts has been authorized by B&S to cause permit the Schedule 14D-9 inclusion of the Fairness Opinion (and, subject to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"prior review and consent by B&S, a reference thereto) is filed and mailed together with in the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed Documents 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 referred to below and the Proxy Statement. The Company hereby consents to the extent that any such information shall have become false or misleading inclusion in any material respect and the Company further agrees to take all steps necessary to cause Offer Documents of the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders recommendations of the Company, ’s Board of Directors described in each case as 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 extent required by applicable securities lawsOffer 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.

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 On the date of this Agreement and based upon and subject to the matters set forth therein, filing of the cash consideration to be received by Schedule TO with 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 counselSEC, 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 (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 all rules amendments, supplements and regulations thereunderexhibits thereto, the "Exchange Act")“Schedule 14D-9”) that shall, so long as Parent shall have furnished such information subject to the provisions of Section 5.3, 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 shall include in the Schedule 14D-9 a notice of appraisal rights in accordance with Section 262 of the DGCL. The Company shall also include in the Schedule 14D-9, and represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its best efforts entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby approves and consents to the Offer and hereby approves and consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 to be filed on disseminated to holders of Shares, as and to the same date as Sub's Tender Offer Statement on extent required by the Exchange Act. To the extent requested by the Purchaser, the Company shall cause the Schedule 14D-1 (14D-9 to be mailed or otherwise disseminated to the "Schedule 14D-1") is filed and mailed holders of Shares together with the Offer Documents; PROVIDED Documents disseminated to the holders of Shares. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Schedule 14D-9, if and to the extent that it shall have become false or misleading in any event material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9 shall 14D-9, as so corrected, to be filed with the SEC and mailed no later than 10 business days following disseminated to holders of Shares, in each case as and to the commencement of the Offerextent required by applicable Law. Parent and its the Purchaser shall promptly furnish to the Company in writing all information concerning Parent and the Purchaser that may be required by applicable securities Laws or reasonably requested in writing by the Company for inclusion in the Schedule 14D-9. Parent, the Purchaser 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, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel. The In addition, the Company agrees to shall provide Parent Parent, the Purchaser and its their counsel with copies of any written comments comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments, and any written or oral responses thereto. Parent, Sub the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and shall give due consideration to the extent that any such information shall have become false reasonable additions, deletions or misleading in any material respect changes suggested thereto by the Purchaser 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 lawsits counsel.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the "Company Board" or "Board of 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 advisable and fair to and in the best interests of the stockholders of the Company, Company and its stockholders; (ii) approved the execution, delivery and performance of the Transaction Documents by the Company declared advisable 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 (the "DGCL"), MGCL; (iii) resolved to recommend acceptance that the 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 in to Merger Subsidiary pursuant to the Offer and (iv) to the extent required by the MGCL, approved and directed that the Merger is fair to such holders from be submitted for consideration at a financial point meeting of view the Company’s stockholders as contemplated hereby (the "Fairness Opinion"unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if applicable, approve the Merger, being referred to collectively as the “Board Recommendation”). Subject Except to its fiduciary duties under applicable Laws the extent expressly permitted by Section 7.03: (A) the Company Board (as defined in Section 4.1(c)(ii)it may be constituted on the date hereof) after consultation with independent counsel, shall unanimously make the Company hereby agrees to file with Board Recommendation; (B) the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendation referred Board Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw amend or modify, or publicly propose to withhold, withdraw, amend or modify, in clause (iii) above (and a manner adverse to Parent or Merger Subsidiary, the information required by Board Recommendation. Subject to Section 14(f) 7.03, the Company consents to the inclusion 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 Board Recommendation 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 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 The Company hereby consents to its fiduciary duties under applicable Laws (as defined the inclusion in the Offer Documents of the recommendation referred to in this Section 4.1(c)(ii)) after consultation with independent counsel, the 1.3. The Company hereby agrees to file with the SEC SEC, simultaneously with the filing by Parent and Sub of the Schedule 14D-1 (or promptly after such filing), 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 that is required to be included therein in accordance with all the Exchange Act and the rules and regulations promulgated 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. (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) held on the date or dates on which the parties entered into this Agreement and the Tender and Option Agreement, has unanimously (i) determined that this Agreementeach of the Offer, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") Merger and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are thereby is fair to and in the best interests of the stockholders of the Company, 's shareholders (other than Parent and Purchaser); (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 without limitation (x) the acquisition of the Company by Parent or any of its affiliates, including and any purchase of Shares in connection therewith, by means of this Agreement, the Offer Offer, the Merger and the MergerTender and Option Agreement, and such approval constitutes approval for purposes of Section 203 the transactions contemplated by the POL Agreement and/or any other transactions conducted to effectuate the acquisition of the Delaware General Corporation Law, as amended Company by Parent or its affiliates in accordance with this Agreement ("Other Transactions") and (y) any other transactions contemplated hereby and by the "DGCL"foregoing clause (x), ); (iii) resolved to recommend acceptance that the shareholders of the Offer Company accept the Offer, tender their Shares thereunder to Purchaser and approval approve 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 adopt this Agreement and based upon and subject the Merger, PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors of the Company, after consultation with independent legal counsel to the matters set forth thereinCompany, the cash consideration failure to take such action would 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 inconsistent with their fiduciary duties under applicable Laws law, and any such withdrawal, modification or amendment of the recommendation will not be deemed a breach of this Agreement; (as defined in Section 4.1(c)(ii)iv) after consultation with independent counseladopted resolutions approving all of the actions and transactions referenced herein, the Company hereby agrees to file with the SEC consequences that the requirements for "business combinations" set forth in Subchapter 25F of the PBCL will not be applicable to the Merger; and (v) adopted a Solicitation/Recommendation Statement on Schedule 14D-9 (resolution affirming that the transactions contemplated by the POL Agreement are exempt from the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) business combination" provisions of Subchapter 25F 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 lawsPBCL.

Company Actions. (a) 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 or meetings duly called and held) has (ia) 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 is 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) resolved, subject to the consummation directors of the transactions contemplated therebyCompany not having the right to tender their Shares or the right to receive any compensation for services provided to the Company pursuant to the Director Releases, including unless the Offer and the Merger, and Company's shareholders shall have approved such approval constitutes approval for purposes of right in accordance with Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"1.2(b), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement the matters set forth in Section 1.2(b) by the holders shareholders of the Company. The Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") further represents that CIBC Oppexxxxxxx Xxxp. has delivered rendered to the Board of Directors of the Company its opinion to the effect thatopinion, dated as of the date of this Agreement and based upon and subject hereof, to the matters set forth therein, effect that the cash consideration Per Share Amount is fair to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders Shares from a financial point of view (view. As soon as practicable after 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 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 in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act Board of 1934, as amended (together with all rules Directors in favor of the Offer and regulations thereunder, shall permit the "Exchange Act"), so long as Parent shall have furnished inclusion in the Schedule 14D-1 of such information to recommendation. Each of the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company Purchaser 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 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 lawslaw. Purchaser 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 Purchaser with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof and to further provide Purchaser with a reasonable opportunity to participate in all substantive communications with the SEC and its staff relating to the Schedule 14D-9, the Offer or the transactions contemplated thereby.

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. 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 (i) determined by the unanimous vote of the 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 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 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 the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 adopted this Agreement in accordance with the provisions of the Delaware General New York Business Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders shareholders of Company Common Stockthe Company, (iv) taken all other applicable action necessary to render (x) Section 912 of the New York Business Corporation Law and other state takeover statutes, (y) Article SEVENTH of the Company's Restated and Amended Certificate of Incorporation and (z) the Rights Agreement dated as of March 1, 1997 (the "Rights Agreement") inapplicable to the Offer and the Merger; and (b) Furmxx Xxxx XXX (the "Financial Advisor") Lehmxx Xxxthers 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 Parent and Sub, 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 "Fairness Opinion")assumptions and qualifications contained in such opinion. 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 shall file with the SEC Commission, as soon as practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, (together with all amendments and supplements thereto, the "Schedule 14D-9l4D-9") ), containing the recommendation recommendations referred to in clause (iii) above (and the information required by Section 14(fa) of the Securities Exchange Act of 1934, as amended (together with all rules preceding sentence 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 as required by Rule 14d-9 under 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 OfferExchange Act. Parent and its Sub and their counsel shall be given a reasonable the opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the Commission. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws 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 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 supplied by Parent or Sub in writing for inclusion in the Schedule 14D-9 with the SEC14D-9. 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 Commission or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentof such comments and shall provide Parent and its counsel an opportunity to participate, Sub and including by participating with the Company each agree promptly to correct and its counsel in any information provided by it for use discussions with the Commission or its staff, 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 response of the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed such comments. In connection with the SEC Offer, the Company will promptly furnish Sub with mailing labels, security position listings and to be disseminated to any available listing or computer list containing the stockholders of the Company, in each case as and to the extent required by applicable securities laws.names and

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 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 the Offer and the Merger is fair to owned by 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 person pursuant 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. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s 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 therebyContemplated Transactions, 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 and adopted this Agreement and approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyContemplated Transactions, 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 of the State of Delaware (the "“DGCL"”), ; (iii) declared the advisability of this Agreement; (iv) resolved to recommend acceptance that the 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 in to Acquisition Sub pursuant to the Offer and and, to the Merger is fair extent required to such holders from a financial point of view consummate the Merger, approve 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 unanimous 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 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 accept 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 tender their shares of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior Company Common Stock pursuant to the Company's filing of Offer and approve this Agreement being referred to as 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 Board Recommendation”); (v) to the extent that necessary, adopted a resolution having the effect of causing the Company not to be subject to any such information shall have become false “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or misleading similar restriction set forth in any material respect state takeover law or other Legal Requirement that might otherwise apply to the Stockholder Agreements, the Offer, the Merger or any of the other Contemplated Transactions; and (vi) directed that the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to approval of this Agreement be filed with the SEC and to be disseminated submitted to the stockholders of the Company, in each case as and promptly as practicable after the Acceptance Time, if required to consummate the Merger under the DGCL. Subject to Section 5.3, the Company consents to the extent required by applicable securities lawsinclusion of the Company Board Recommendation in the Offer Documents.

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 "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counseldate hereof, an executed copy of the written opinion of the Company hereby agrees Financial Advisor will be delivered 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 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 therebyother Transaction Agreements, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation LawDGCL, as amended and (the "DGCL"), (iiic) resolved to recommend recommended 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 for purposes of the applicable provisions of the DGCL. 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 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 7.03(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 consents shall file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent 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 Company Board that holders of Shares 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 Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) determined by unanimous 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 the transactions contemplated hereby or thereby, including 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 stockholders, (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 adopted this Agreement in accordance with the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL")GCL, (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 stockholders (if such approval is required by applicable law), and (biv) Furmxx Xxxx XXX taken all other action necessary to render Section 203 of the GCL and the Rights inapplicable to the Offer, the Merger and the Support Agreements; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company Board determines in good faith and on a reasonable basis, after consultation with its outside counsel, that failure to take such action would be a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Saloxxx Xxxxx Xxxney ("SSB"), the "Financial Advisor") Company's financial advisor, has delivered to the Company Board its opinion opinion, and as of the date hereof will deliver 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 Common Shares (other than Common Shares held by Parent or any of its affiliates, in the treasury of the Company Common Stock in or by any wholly-owned subsidiary of the Company) pursuant to 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 Companyview. The Company will use its best efforts further represents and warrants that it has been authorized by SSB to cause permit, subject to prior review and consent by SSB (such consent not to be unreasonably withheld), the inclusion of such opinion (or a reference thereto) in the Offer Documents and -3- 8 in 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 SEC14D-9. The Company agrees hereby consents to provide Parent and its counsel copies the inclusion in the Offer Documents of any written comments the recommendations of 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 Board described 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 lawsthis Section 1.2(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and the other transactions contemplated by this Agreement and represents and warrants that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) has held prior to the execution of this Agreement at which all of the directors of the Company Board were present, either in person or by conference telephone, duly (i) determined that 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, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon exercise thereof, and the other transactions contemplated hereby or and thereby; (ii) recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger; (as defined in Section 2.1 hereof)iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the stockholders of the Company; (iv) resolved to recommend that the Company’s stockholders accept the Offer, (ii) approved tender their Shares to Purchaser pursuant to the executionOffer and, delivery and performance if required by Law, vote their Shares in favor of the Transaction Documents by the Company adoption and the consummation approval of this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes in accordance with the applicable provisions of Section 203 of applicable Law; (v) took all action necessary to irrevocably render the restrictions on takeovers, business combinations, control share acquisitions, fair prices, moratorium or similar provisions contained in the Delaware General Corporation Law, as amended Law (the "“DGCL")”) inapplicable to this Agreement, (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement Offer, the Merger or the other transactions contemplated 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 (vi) took all action necessary to render the Rights inapplicable to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion of the foregoing determinations, recommendations and approvals in the Offer Documents, subject to the matters set forth therein, the cash consideration to be received by the holders right 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 Board to file withdraw, modify or amend its recommendation in accordance 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 provisions of Section 14(f6.5(b) 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 Companythis Agreement. The Company will use represents and warrants that it has been advised that each of its best efforts directors and executive officers intends to cause the Schedule 14D-9 tender any and all Shares they beneficially own pursuant 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. (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 (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. The Company hereby consents to the Offer and represents that (a) its Board of Directors (The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the "Board" or "Board of Directors") (at a meeting duly called SEC 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 mail 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 thatShares, as of promptly as practicable on or after the date of this Agreement the filing by Parent and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders MergerSub 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 counselDocuments, 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 reflecting the recommendation referred of the Company Board that holders of Company Common Shares tender their Company Common Shares pursuant to in clause (iii) above (the Offer and shall disseminate the Schedule 14D-9 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 Offer Documents to the stockholders of the Company 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 Board, at a meeting duly called and held at which a quorum was present throughout, has (i) determined that each of the Offer and the Merger is advisable and in the best interests of the Company and its stockholders, (ii) approved the Offer and this Agreement in accordance with the MGCL, (iii) recommended acceptance of the Offer and that holders of Company Common Shares tender their shares in the Offer (the “Offer Recommendation”) and approve the Merger by the Company’s stockholders if such approval is required by applicable Law (the “Merger Recommendation”), and (iv) provided that the representations in Section 5.08 are accurate and continue to be accurate through the Acceptance Date, and subject to the Company’s continued qualification as a REIT, taken all appropriate and necessary actions to cause the acquisition of Company Common Shares by the Parent and MergerSub in connection with the Offer to comply with or be exempted from any provision contained in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of Company Common Shares as set forth in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), including the Ownership Limit set forth in Article VII of the Company Charter, inapplicable to the acquisition of Company Common Shares by Parent and MergerSub in connection with the Offer; provided, however, that the Company may make a Company Adverse Recommendation Change (as hereinafter defined) only prior to the acceptance for payment of Company Common Shares pursuant to the Offer, and in any case only to the extent permitted by Section 7.04(d) (and then only after compliance with Section 7.04(c)). The Company will hereby consents to the Offer and to the inclusion in the Offer Documents of the Offer Recommendation and the Merger Recommendation (provided, that if there has been a Company Adverse Recommendation Change, such change shall be reflected in the Offer Documents or amendments thereto). The Company agrees reasonably promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and Parent, with respect to written information supplied by it specifically for use its in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use reasonable 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 in any event the Schedule 14D-9 shall be filed SEC 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 disseminated to the Company's filing of ’s stockholders to the Schedule 14D-9 with the SECextent required by applicable Federal securities laws. The Company agrees shall provide MergerSub (in writing, if written), and consult with MergerSub prior to provide Parent and its counsel copies of responding to, 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 as promptly as practicable after receipt 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 lawscomments.

Company Actions. The (a) Subject to Section 5.3, the Company hereby approves of and consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s board of Directors (the "Board" or "Board of Directors") (directors, at a meeting duly called and held) held (the “Company Board Meeting”), 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 therebyContemplated Transactions, 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 stockholders of Company and the Company, ’s stockholders; (ii) determined that neither Parent nor Acquisition Sub is an “interested stockholder” as defined in Section 203 of the DGCL; (iii) approved and adopted this Agreement and approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyContemplated Transactions, 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, DGCL and resolved that the Merger is governed by Section 251(h) of the DGCL and that the Merger shall be consummated as amended soon as practicable following the Acceptance Time; (iv) declared the "DGCL"), advisability of this Agreement; (iiiv) resolved to recommend acceptance that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Acquisition Sub pursuant to the Offer and, to the extent required to consummate the Merger, approve 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 approve and adopt this Agreement being referred to as the “Company Board Recommendation”); (vi) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in any state takeover law or other Legal Requirement that might otherwise apply to the Tender and Support Agreement, the Offer, the Merger or any of the other Contemplated Transactions; and (vii) directed that the 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 submitted to the stockholders of the Company, in each case as and promptly as practicable after the Acceptance Time, if required to consummate the Merger under the DGCL. Subject only to Section 5.3, the Company consents to the extent required by applicable securities lawsinclusion of the Company Board Recommendation in the Offer Documents and the inclusion of the foregoing determinations in the Offer Documents.

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 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 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 thatdetermining, as of the date of this Agreement and based upon and subject to such resolutions, that the matters set forth therein, the cash consideration to be received by the holders terms of Company Common Stock in the Offer and the Merger is are fair to, and in the best interests of, the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement (if required) and approving the acquisition of Shares by Sub pursuant to the Offer and the other transactions contemplated by this Agreement. The Company has been advised by each of its directors and executive officers that each such holders from a financial point person currently intends to tender all Shares (other than Shares, if any, held by such person that, if tendered, could cause such person to incur liability under the provisions of view Section 16(b) of the Exchange Act) 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 supplemented or amended from time to time, the "Schedule SCHEDULE 14D-9") containing containing, subject to the terms of this Agreement, the recommendation referred to described in clause paragraph (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 mannera) and to shall mail such the Schedule 14D-9 to the stockholders of the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to 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 or warranty is made by the Company will with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and 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 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. Parent(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 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 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. 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 each agree promptly to correct all copies and any information provided by it for use in the Schedule 14D-9 if and to the extent that any extracts or summaries from 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 laws.control. 3

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 , at which all directors were present, has, subject to the terms and provisions of this Agreement, duly and unanimously adopted resolutions approving this Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement Merger and the Termination and Release Asset Purchase Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or and thereby, including determining that the Offer Offer, the Merger and the transactions contemplated by this Agreement and the Asset Purchase Agreement are advisable and that the terms of the Offer, the Merger (as defined in Section 2.1 hereof), and the Asset Purchase Agreement are fair to to, and in the best interests of the stockholders of of, the Company, (ii) approved the execution, delivery 's shareholders 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, if required by applicable law, that the Company's shareholders approve this Agreement and the Merger; provided, and however, that such approval constitutes approval for purposes approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if the Board of Section 203 Directors of the Delaware General Corporation LawCompany concludes in good faith based on the advice of its outside counsel that it is necessary to do so in order to comply with its fiduciary duties under applicable law. The Company represents that its Board of Directors has received the opinion of Xxxxxxx Xxxxx & Company, 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 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 Common Stock in Company's common shareholders pursuant to the Offer and the Merger is fair to such holders the Company's common shareholders (other than Parent or any of its affiliates) 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 has been authorized by Financial Advisor to cause the Schedule 14D-9 permit, subject to prior review and consent by Financial Advisor (such consent not to be filed on unreasonably withheld), the same date as Sub's Tender Offer Statement on Schedule 14D-1 inclusion of such fairness opinion (the "Schedule 14D-1"or a reference thereto) is filed and mailed together with in the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed Documents 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 referred to below. The Company hereby consents to the extent that any such information shall have become false or misleading inclusion in any material respect and the Company further agrees to take all steps necessary to cause Offer Documents of the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders recommendation of the Company's Board of Directors described in this Section 1.2(a), in each case as and subject to the extent required immediately preceding proviso. The Company has been advised by applicable securities lawseach of its directors and executive officers that each such person intends, as of the date of this Agreement, to tender, or cause the tender of, all Shares owned by such person pursuant to the Offer, including any shares of ESOP Preferred Stock over which such person has the power to direct the tender, regardless of whether such shares are allocated to such person's account.

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 "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 described in the first sentence of this Section 2.2(a), subject to file the Company’s rights to withdraw, modify or amend its recommendation in accordance with the SEC a Solicitation/Recommendation Statement on 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 (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"), Proxy Statement 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 PWP and its counsel shall be given have had a reasonable opportunity to review and comment on approve such inclusion and have approved such inclusion before the Schedule 14D-9 prior to the Company's filing submission or distribution of the Schedule 14D-9 with and the SECProxy Statement (such approval not to be unreasonably withheld, conditioned or delayed). The Company agrees hereby represents and warrants that it has been advised that each of its directors and executive officers intends 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 tender pursuant to the Schedule 14D-9 Offer any and a summary all Shares they own beneficially or 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 lawsrecord.

Company Actions. Section 1.2.1 The Company hereby consents shall, after affording each of Parent and the Purchaser a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares an Information Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares 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 Board the Company Board, based on the recommendation of Directors (the "Board" or "Board of Directors") (Special Committee, at a meeting duly called and held) held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance 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 advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) approved the executionOffer and adopted this Agreement in accordance with the DGCL, delivery and performance (C) recommended acceptance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the MergerOffer, and such approval constitutes approval for purposes of (D) taken all other action necessary to render Section 203 of the Delaware General Corporation LawDGCL inapplicable to the Offer, as the Merger and the Purchaser Stock Option Agreement; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent permitted by Section 5.3.3. In addition, the Schedule 14D-9 will set forth, and the Company further represents, that, prior to the execution hereof, Xxxxxxxx Xxxxx Xxxxxx & Xxxxx (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 Special Committee its written opinion to the effect that, as of September 21, 2005 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 pursuant to the Offer and the Merger is fair to such the holders of Shares 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 recommendations of 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 Board described in clause (iii) above (this Section 1.2.1 and the information required by Section 14(f) terms of the Securities Exchange Act opinion 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 Financial Advisor. 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 each 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 any 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 misleading, and each of the Company, Parent and the Company Purchaser 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 as and to the extent required by applicable federal securities laws.

Company Actions. 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 Agreementby the requisite vote of such board of directors, 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 subject to and in the best interests of its continuing duty to the stockholders of the Company, (iii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including determined that the Offer and the Merger, taken together, are fair to, and such approval constitutes approval for purposes in the best interests of, the holders of Section 203 of Company Common Stock, (ii) approved the Delaware General Corporation LawOffer and the Merger subject to the terms and conditions set forth herein, as amended (the "DGCL"), and (iii) resolved to recommend acceptance that the stockholders of the Company accept the Offer and approval and adoption of this Agreement by the holders tender their shares of Company Common StockStock thereunder to Merger Sub and approved and adopted the Merger and this Agreement; and (b) Furmxx Xxxx XXX Deutsche Bank Securities, Inc. (the "Financial AdvisorDeutsche Bank") has delivered to the Board Company's board of directors 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 pursuant to the Offer and the Merger is fair to such the holders of Company Common Stock from a financial point of view (view, subject to the "Fairness Opinion")assumptions and qualifications contained in such opinion. 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 shall file with the SEC as soon as practicable on or after the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation recommendations referred to in clause (iiia) above (of the preceding sentence subject to the fiduciary duties of the board of directors of the Company as advised by counsel. Parent, Merger Sub and their counsel shall be given the information opportunity to review and comment on the Schedule 14D-9 and any amendment or supplement thereto prior to its filing with the SEC. If at any time prior to the expiration or termination of the Offer any event occurs which is required by Section 14(f) of applicable law to be described in an amendment to the Schedule 14D-9 or any supplement thereto, the Company will file and disseminate, as required, an amendment or supplement which complies in all material respects with the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange 34 Act"), so long as Parent shall have furnished such information to and the rules and regulations thereunder and any other applicable laws. In connection with the Offer, the Company in a timely mannerwill promptly furnish Merger Sub with mailing labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Company Common Stock and their addresses, mailing labels and lists of security positions) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use other assistance as Merger Sub or 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 agents may reasonably request in communicating 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 (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 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 or the Stockholder Agreements, (vi) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, the acquisition of Shares pursuant to the Offer and approval the transactions contemplated by the Stockholder Agreements and adoption of (vii) consented to the transactions contemplated by the Stockholder Agreements and this Agreement by under that certain Stockholders Agreement, dated May 26, 2000, among the holders Company and certain of its stockholders. The Company Common Stock; and (b) Furmxx Xxxx XXX (further represents that the "Financial Advisor") Company’s financial advisor, Xxxxxx Xxxxxxx, 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 thereinsuch opinion, 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 (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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on recommendation of the Schedule 14D-9 prior Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company's filing ’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 Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies fairness opinion of any written comments the Company or its counsel may receive from the SEC or its staff with respect to Xxxxxx Xxxxxxx in the Schedule 14D-9 and a summary the Proxy Statement so long as such inclusion is in form and substance reasonably satisfactory to Xxxxxx Xxxxxxx and its counsel. The Company hereby represents and warrants that it has been advised that each of any such comments received orally promptly after the receipt thereof. Parent, Sub its directors and the Company each agree promptly executive officers intends to correct any information provided by it for use in the Schedule 14D-9 if and tender pursuant to the extent that Offer any such information shall have become false and all Shares they own beneficially 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 lawsrecord.

Company Actions. The (a) 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 (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), Merger) are fair to and in the best interests of the stockholders of the Company and 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 thereby, hereby (including the Offer and the Merger), and (C) assuming that neither Parent nor Newco is an Interested Stockholder (as such approval constitutes approval for purposes of term is defined in Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), immediately prior to the Board of Directors of Company taking the actions described in this Section 1.02, taken all other actions necessary to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement and the Stockholder Agreement, and the transactions contemplated hereby and thereby and (iiiD) resolved to recommend acceptance of that the Offer and approval and adoption of this Agreement by the holders stockholders of Company Common Stock; and (b) Furmxx Xxxx XXX (accept 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 all their shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement and the transactions contemplated hereby (provided, however, that such recommendation may be modified, withdrawn or amended, but only to the extent that Company complies with the provisions of Section 6.07) and (ii) Credit Suisse First Boston Corporation ("First Boston") has rendered to the Board of Directors of Company its opinion, as described in Section 4.01(o). Company hereby consents to the inclusion in the Offer Documents of the recommendations of Company's Board of Directors described in clause (i)(D) above, and has obtained the Merger is fair consent of First Boston to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws inclusion in the Schedule 14D-9 (as defined in Section 4.1(c)(ii1.02(b)) after consultation with independent counsel, of a copy of the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation written opinion referred to in clause (iiiii) 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 lawsabove.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the "Company Board" or "Board of 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 advisable and fair to and in the best interests of the stockholders of the Company, Company and its stockholders; (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of declared advisable this Agreementand 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 (the "DGCL"), MGCL; (iii) resolved to recommend acceptance that the 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 in to Merger Subsidiary pursuant to the Offer and (iv) to the extent required by the MGCL, approved and directed that the Merger is fair to such holders from be submitted for consideration at a financial point meeting of view the Company’s stockholders as contemplated hereby (the "Fairness Opinion"unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if applicable, approve the Merger, being referred to collectively as the “Board Recommendation”). Subject Except to its fiduciary duties under applicable Laws the extent expressly permitted by Section 7.03: (A) the Company Board (as defined in Section 4.1(c)(ii)it may be constituted on the date hereof) after consultation with independent counsel, shall unanimously make the Company hereby agrees to file with Board Recommendation; (B) the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendation referred Board Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw amend or modify, or publicly propose to withhold, withdraw, amend or modify, in clause (iii) above (and a manner adverse to Parent or Merger Subsidiary, the information required by Board Recommendation. Subject to Section 14(f) 7.03, the Company consents to the inclusion 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 Board Recommendation 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. (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 by the Company 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 the Offer and the Merger is fair to owned by 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 person pursuant 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. (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 , at which all directors were present, duly and unanimously 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 Offer and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (Merger are advisable and that 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 best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve the Merger; provided, however, that such approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if a majority of the Board of Directors of the Company Common Stock; and determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's duties under applicable law. The Company represents that its Board of Directors has received the opinion of CS First Boston Corporation (b) Furmxx Xxxx XXX (the "Financial AdvisorFirst Boston") 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 Common Stock in stockholders pursuant to the Offer and the Merger is fair to such holders the Company's 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 has been authorized by First Boston to cause the Schedule 14D-9 permit, subject to prior review and consent by First Boston (such consent not to be filed on unreasonably withheld), the same date as Sub's Tender Offer Statement on Schedule 14D-1 inclusion of such fairness opinion (the "Schedule 14D-1"or a reference thereto) is filed and mailed together with in the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed Documents 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 referred to below. The Company hereby consents to the extent that any such information shall have become false or misleading inclusion in any material respect and the Company further agrees to take all steps necessary to cause Offer Documents of the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders recommendation of the Company's Board of Directors described in this Section 1.2(a); provided, however, that such recommendation may be withdrawn, modified or amended at any time or from time to time if a majority of the Board of Directors of the Company determines, in each case as and its good faith judgment, based on the opinion of independent outside legal counsel to the extent required Company, that failing to take such action would constitute a breach of such Board's duties under applicable law. The Company has been advised by applicable securities lawseach of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer.

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 of the Delaware General Corporation Law, as amended (the "DGCL"7.3(b), (iii) resolved to recommend acceptance of the Offer and approval and adoption such modification or withdrawal shall not constitute a breach of this Agreement 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 the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered SBC Warburg Dillon Read Inc. to the Board its opinion to the effect thatpermit, as of the date of this Agreement and based upon and subject to the matters set forth thereinprior review and consent by SBC Warburg Dillon Read Inc., the cash consideration to be received by the holders inclusion of Company Common Stock such fairness opinion (or a reference thereto) in the Offer Documents 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 referred to below. The Company hereby consents to the extent that any such information shall have become false or misleading inclusion in any material respect and the Company further agrees to take all steps necessary to cause Offer Documents of the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders recommendation of the Company, 's board of directors described in each case as and this Section 1.2 subject to the extent required by applicable securities lawsright of the board of directors to modify or withdraw such recommendation in accordance with Section 7.3(b).

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 to in clause (iii) above (and the information required by Section 14(f) 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 Directors of Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders that holders 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 Shares tender their Shares into the Offer Documents; PROVIDED that in any event the Schedule 14D-9 and 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 disseminate the Schedule 14D-9 as so corrected 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 the best interests of Company and its shareholders, (ii) adopted and approved this Agreement in accordance with the PCC and the SRC and (iii) resolved to recommend to the holders of the Shares to accept the Offer, and tender their Shares into the Offer (the “Company Recommendation”). The recommendation of Company’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 of the date of such opinion, the consideration to be filed with received by the SEC and to be disseminated holders of Shares pursuant to the stockholders 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 hereby consents to the inclusion in the Offer Documents of the Companyrecommendations of the Board of Directors of Company described in this Section 1.2(a). Company also represents to Purchaser and authorizes Purchaser to state in the Offer Documents, in each case as that 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 extent required by applicable securities lawsOffer.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent 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 Company Board that holders of Shares 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 Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) determined by unanimous 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)and the distribution of the Contingent Rights, are is fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) approved the execution, delivery and performance distribution 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")Contingent Rights, (iii) resolved to recommend approved the Offer and adopted this Agreement in accordance with the GCL, (iv) recommended acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company's stockholders (if such approval is required by applicable law), and (bv) Furmxx Xxxx XXX taken all other action necessary to render Section 203 of the GCL and the Rights inapplicable to the Offer and the Merger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to result in a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Salomon Brothers Inc (the "Financial AdvisorSalomon Brothers") ), 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 thereinJune 29, 1997, the cash consideration to be received by the holders of Company Common Stock in Shares (other than Parent or any of its affiliates) pursuant to the Offer Offer, the Merger and the Merger Contingent Rights is fair to such holders the Company's 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 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.hereby con-

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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents 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 recommendations 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 Special Committee described 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 lawsthis Section 1.2(a).

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)(ii)below) 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, Proxy Statement (as amended (together with all rules and regulations thereunder, the "Exchange Act"defined below), 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. (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 (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 Companyholders. 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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior Recommendations, subject to the Company's filing of the Schedule 14D-9 with the SECwithdrawal or modification thereof as provided in Section 6.3(b). The Company agrees has been advised that all of its directors and executive officers presently intend 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 tender their Shares pursuant 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 lawsOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board the Company Board, based on the unanimous recommendation of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) Special Committee, has (i) determined that approved this Agreement, (ii) determined that each of the Option Release Agreement, the Non-Compete and Termination Agreement Offer and the Termination Merger are advisable and Release Agreement (collectivelyfair to, and in the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (iii) received the opinion of Xxxxxx Brothers, Inc., financial advisor to the Company (the "Transaction DocumentsFINANCIAL ADVISOR"), to the effect that, subject to the assumptions therein stated, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as hereinafter defined) pursuant to the Merger is fair to the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub) from a financial point of view, (iv) resolved to approve the Offer, the Merger and this Agreement and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (collectively, the "TRANSACTIONS") (such approval and adoption having been made in accordance with the MGBCL (as defined in Section 2.1 hereofhereinafter defined)), are fair to and in the best interests of the stockholders of the Company, (iiv) 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 recommended acceptance of the Offer and Offer, and, if applicable, the 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 further represents and warrants that (x) the Schedule 14D-9 to be filed on Special Committee has been duly authorized and constituted, and (y) the same date as Sub's Tender Offer Statement on Schedule 14D-1 (Special Committee, at a meeting thereof duly called, unanimously determined that 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 terms of each of this Agreement, 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 Merger and the Company each agree promptly to correct any information provided other transactions contemplated by it for use this Agreement are advisable and fair to, and 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 best interests of, the stockholders of the CompanyCompany (other than Parent, the Offer Affiliates and Merger Sub), and unanimously determined to recommend that the Company Board (1) approve this Agreement and the transactions contemplated hereby, (2) determine that each of this Agreement, the Offer and the Merger is advisable and fair to, and in each case as the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (3) recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the extent required Offer, and (4) recommend that the Company's stockholders approve and adopt this Agreement, if applicable. The Company has been advised by applicable securities lawseach of its directors 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.

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"). 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 Companyholders. 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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents 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 recommendation of the Schedule 14D-9 with Board described in the SECimmediately preceding sentence. The Company agrees has been advised by its directors and executive officers that they either intend 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 tender all Shares beneficially owned by them to Purchaser pursuant to the Schedule 14D-9 and a summary of any Offer or, if applicable, vote all 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 Shares 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 favor of the Company, in each case as and to the extent required by applicable securities lawsMerger.

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)) 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(f251(h) 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 mannerDGCL) 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 The Company hereby consents to review and comment on the Schedule 14D-9 prior 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 filing of the Schedule 14D-9 ’s rights to withdraw, modify or amend its recommendation only in accordance with the SEC. The Company agrees to provide Parent and its counsel copies provisions 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 lawsSection 6.3.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Special Committee and the Board" or "Board of Directors") (, at a meeting meetings duly called and held) has held on the date or dates on or before which the parties entered into this Agreement and the Tender and Option Agreement, have unanimously adopted resolutions (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 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 shareholders (other than Purchaser, Acquisition Sub and their affiliates); (ii) approved approving this Agreement and the executiontransactions contemplated hereby (including, delivery and performance without limitation, (x) the acquisition of the Transaction Documents Company by Purchaser or any of its affiliates, and any purchase of Shares in connection therewith, by means of this Agreement, the Offer, the Merger and the Tender and Option Agreement, and any other transactions conducted to effectuate the acquisition of the Company by Purchaser or its affiliates in accordance with this Agreement ("Other Transactions")) and (y) any other transactions contemplated hereby and by the foregoing clause (x)); (iii) resolving to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Sub and approve and adopt this Agreement and the Merger, subject to the Company's rights pursuant to Section 5.2; (iv) approving all of the actions and transactions referenced herein, with the consequences that the requirements for "business combinations" set forth in Sections 14-2-1110 through 14-2-1133 of the GBCC will not be applicable to the Merger; and (v) approving an amendment to the Rights Agreement, as necessary (the "Rights Amendment"), (A) to prevent this Agreement, the Tender and Option Agreement or the consummation of any of the transactions contemplated hereby or thereby, including without limitation, the publication or other announcement of the Offer and the consummation of the transactions contemplated thereby, including the Offer and the Merger, from resulting in the distribution of separate right certificates or the occurrence of a Distribution Date (as defined therein) and such approval constitutes approval for purposes of Section 203 (B) to provide that neither the Purchaser nor Acquisition Sub shall be deemed to be an Acquiring Person (as defined therein) by reason 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 transactions expressly provided for in this Agreement and based upon the Tender and subject Option Agreement. The Company hereby consents to the matters set forth thereininclusion in the Offer Documents of the recommendation of the Special Committee and the Board described in the immediately preceding sentence. The Company shall not amend, revoke, withdraw or modify the cash consideration to be received by approval of Purchaser's acquisition of 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 reason of the Offer. Parent , the Merger or the Tender and its counsel shall be given a reasonable opportunity Option Agreement so as to review and comment on render the Schedule 14D-9 prior to the Company's filing restrictions of Sections 14-2-1110 through 14-2-1133 of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments GBCC applicable thereto; provided, however, 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 take any such comments received orally promptly after action if this Agreement has been terminated pursuant to Section 7.1(g) hereof and Acquisition Sub has been paid the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided fees contemplated 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 lawsSection 7.3 hereof.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s 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 therebyContemplated Transactions, including the Offer and the Merger (as defined in Section 2.1 hereof)Mergers, are fair to and in the best interests of the stockholders of the Company’s shareholders, (ii) adopted and approved this Agreement, the executionOffer, delivery the Mergers and performance the other Contemplated 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 Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended Law of California (the "DGCL"“CGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend acceptance that the 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 pursuant to the Offer and (to the Merger is fair extent necessary) adopt this Agreement, and (v) to such holders from the extent necessary, adopted a financial point resolution having the effect of view (causing the "Fairness Opinion")Company not to be subject to any restriction set forth in any state takeover law or similar Legal Requirement that would otherwise apply to the Shareholder Agreements, the Offer, the Mergers or any of the other Contemplated Transactions. Subject to its fiduciary duties under applicable Laws Sections 1.2(b) and 1.2(c): (as defined in Section 4.1(c)(ii)1) after consultation with independent counsel, the Company hereby agrees consents 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) inclusion 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 Board Recommendation 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 and (2) the Company agrees that the Company Board Recommendation shall not be withdrawn or modified in any event the Schedule 14D-9 shall be filed a manner adverse to Parent or Acquisition Sub, and mailed that no later than 10 business days following the commencement resolution 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 board of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies directors of any written comments the Company or its counsel may receive from the SEC any committee thereof to withdraw 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 modify the Company each agree promptly Board Recommendation in a manner adverse to correct any information provided by Parent or Acquisition Sub shall be adopted (it for use in the Schedule 14D-9 if and to the extent being understood that any such information shall have become false or misleading in any material respect and the Company further agrees Board Recommendation shall be deemed to take all steps necessary have been modified in a manner adverse to cause the Schedule 14D-9 as so corrected to Parent and Acquisition Sub if it shall no longer 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 lawsunanimous).

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "BoardBOARD" or "Board of DirectorsBOARD 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 approved the Offer and the Merger (as defined in Section 2.1 hereof), as provided in Section 78 of the Business Corporation Law of the Commonwealth of Massachusetts, as amended (the "MASSACHUSETTS BCL"), (ii) determined that the Offer and the Merger 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 and the Merger by the holders stockholders of the Company. The Company Common Stock; and (b) Furmxx Xxxx XXX further represents that Alex. Xxxxx & Sons Incorporated (the "Financial AdvisorFINANCIAL 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 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)2.4) after consultation with independent as advised as to legal matters by outside counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule SCHEDULE 14D-9") containing the recommendation referred to in clause (iii) above with the 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 of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to 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 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 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 Purchaser 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.2

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 approved the Offer subject to the terms and conditions set forth herein, (ii) resolved 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), other transactions contemplated hereby 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's shareholders, 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's shareholders. The 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 shall file with the SEC Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing which shall reflect such recommendations. The Company hereby consents to the recommendation inclusion in the Offer of the 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 manner) and to mail such Schedule 14D-9 to the stockholders of the Companythis Section. 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 Buyer shall correct 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 which 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 Commission 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. Buyer and its counsel shall be given the opportunity to review the Schedule 14D-9 prior to the filing thereof with the Commission. The Company agrees to provide Buyer with any written comments the Company or its counsel may receive from the Commission with respect to any documents filed by the Company with the Commission in connection with the transactions contemplated hereby, promptly after receipt thereof. In connection with the Offer, the Company will upon request of Buyer promptly furnish Buyer with such information and assistance as Buyer may reasonably request, including lists of the names and addresses of the shareholders of the Company, mailing labels and lists of security positions, and such assistance as Buyer 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, Buyer (and its affiliates, associates and representatives) will hold in confidence the information contained in any such labels and lists and, if this Agreement is terminated, will upon request deliver to the Company all copies of, and any extracts or summaries from, such information then in their possession.

Company Actions. (a) The Company hereby approves and consents to the Offer and the Exchange Offer and represents that (ai) its the Board of Directors of the Company and acting on the unanimous recommendation of a special committee of the Board of Directors of the Company comprised of all members of the Board of Directors other than Messrs. Bond, Chalsty, Leman and Xxxxxxxx (the "Board" or Special Committee"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 therebyhereby, including the Offer, the Exchange Offer and the Merger (as defined in Section 2.1 hereof)Merger, taken together, are fair to and in the best interests of the stockholders holders of the Companyshares of Company Common Stock, (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, the Exchange Offer and the Merger, and such which approval constitutes approval for purposes satisfies in full the requirements of Section 203 of the Delaware General Corporation Law, as amended Law of the State of Delaware (the "DGCLDelaware Law")) with respect to the transactions contemplated hereby, (iiiC) resolved to recommend acceptance that the stockholders of the Company accept the Offer and approval and adoption of this Agreement by the holders Exchange Offer, tender their shares of Company Common Stock; Stock thereunder to Merger Co. and, if required by applicable law in order to consummate the Merger, approve and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of adopt this Agreement and based upon and the transactions contemplated hereby, provided that, subject to the matters set forth thereinSection 7.04, the cash consideration such recommendation may be withdrawn, modified or amended if such recommendation would be reasonably likely to be received inconsistent with its fiduciary duties under the applicable law as determined by the holders Board of Directors of the Company in good faith after consultation with its legal advisors and (ii) the Company has provided the applicable notice of termination to Rawhide Holdings Corporation required by Section 10.01(e) of the Agreement and Plan of Merger, dated as of October 1, 2000 among the Company, Rawhide Holdings Corporation and Rawhide Acquisition Corporation ("Rawhide Merger Agreement"). The Company hereby consents to the inclusion in the Offer Documents and the Exchange Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all shares of Company Common Stock beneficially owned by them to Merger Co. pursuant to the Offer and the Exchange Offer or to vote such shares of Company Common Stock in favor of the approval and adoption of the transactions contemplated hereby. The Company further represents that X.X. Xxxxxx Securities Inc. has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer, the Exchange 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"). 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 lawsview.

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. The Company hereby consents to the Offer and represents that (a) 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 (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 Company and the CompanyShareholders, (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, assuming the accuracy of Parent's and Purchaser's representation in Section 4.8, such approval is sufficient to render Sections 302A.671, 302A.673 and 302A.675 of the MBCA inapplicable to this Agreement and the transactions contemplated 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"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Shareholders and (b) Furmxx Xxxx XXX Xxxxxxx Xxxxx Xxxxxx Inc. (the "Financial AdvisorSSB") has delivered to the Company Board its the opinion described in Section 3.20. 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 1.3, 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"conditions, specified in Section 5.2(b). 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 will file with the SEC simultaneously with the filing by Parent and Purchaser of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (the together with all amendments and supplements thereto, "Schedule SCHEDULE 14D-9") containing such recommendations of the recommendation referred to Company Board in clause (iii) above (favor of the Offer and the Merger, subject to the rights of the Company Board set forth in Section 5.2(b). The 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, (i) that no representation, warranty or covenant is made or will be made herein by the Company with respect to information supplied by Parent or Purchaser expressly for inclusion in, or information extracted from Parent's public SEC filings which is incorporated or included in, the Schedule 14D-9 (the "PARENT SEC INFORMATION"), and (ii) no representation, warranty or covenant is made or will be made herein by Parent or Purchaser with respect to information contained in the Schedule 14D-9 other than the Parent SEC Information (which Parent SEC Information will include the information furnished by Parent as contemplated by the next sentence). 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 to be filed on available for inclusion in 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 Documents to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement 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 of the CompanyShareholders, 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 Shareholders as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of the 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 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, 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 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 approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the "Company Board" or "Board of 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 and adopted this Agreement, declared the execution, delivery advisability of this Agreement and performance of the Transaction Documents by the Company and the consummation of approved the transactions contemplated therebyhereby, including the Offer and the Merger, and such approval constitutes approval for purposes in accordance with the requirements 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 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 to Merger Subsidiary pursuant to the Offer (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Merger is fair Offer being referred to such holders from a financial point collectively as the “Board Recommendation”); and (iv) elected that this Agreement and the transactions contemplated hereby be expressly governed by Section 251(h) of view Delaware Law. Except to the extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Company Board (as defined in Section 4.1(c)(ii)it may be constituted on the date hereof) after consultation with independent counsel, shall unanimously make the Company hereby agrees to file with Board Recommendation; (B) the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendation referred Board Recommendation; and (C) neither the Company Board nor any committee thereof shall (A) fail to make, (B) withdraw, amend or modify, or (C) publicly propose to withhold, withdraw, amend or modify, in clause (iii) above (and a manner adverse to Parent or Merger Subsidiary, the information required by Board Recommendation. Subject to Section 14(f) 7.02, the Company consents to the inclusion 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 Board Recommendation 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. (a) The Company hereby consents to the Offer and represents that (ai) its Board of Directors (the "Board" or "Board of Directors") (Special Committee, 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 terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of of, the stockholders of the Company (other than Parent and its Interlab), (B) subject to the terms and conditions set forth herein, recommended that the Company’s Board of Directors approve this Agreement and declare its advisability, and (C) subject to the terms and conditions set forth herein, recommended that the stockholders of the Company (other than Parent and Interlab) accept the Offer and tender their Shares pursuant to the Offer, and (ii) approved in accordance with the execution, delivery and performance recommendation of the Transaction Documents Special Committee, its Board of Directors, at a meeting duly called and held, by a unanimous vote of the Company directors present at the meeting, in reliance on the recommendation of the Special Committee (A) approved this Agreement (including all terms and conditions set forth herein) 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")Transactions, (iiiB) 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 terms and conditions set forth thereinherein, declared that this Agreement is advisable and that the cash consideration to be received by the holders terms of Company Common Stock in the Offer and the Merger is are fair to such holders from a financial point of view (to, and in the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselbest interests 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 and tender their Shares thereunder to Purchaser. 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 (recommendations of the Special Committee and the information required by Board of Directors described in this Section 14(f1.2(a) of the Securities Exchange Act immediately preceding sentence, provided that the description of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information recommendations be subject to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders approval of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to Special Committee, which approval shall not 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 lawsunreasonably withheld.

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 (i) determined by the unanimous vote of the 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 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 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 the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 adopted this Agreement in accordance with the provisions of the Delaware General New York Business Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders shareholders of Company Common Stockthe Company, (iv) taken all other applicable action necessary to render (x) Section 912 of the New York Business Corporation Law and other state takeover statutes, (y) Article SEVENTH of the Company's Restated and Amended Certificate of Incorporation and (z) the Rights Agreement dated as of March 1, 1997 (the "Rights Agreement") inapplicable to the Offer and the Merger; and (b) Furmxx Xxxx XXX (the "Financial Advisor") Xxxxxx Brothers 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 Parent and Sub, 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 "Fairness Opinion")assumptions and qualifications contained in such opinion. 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 shall file with the SEC Commission, as soon as practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, (together with all amendments and supplements thereto, the "Schedule 14D-9l4D-9") ), containing the recommendation recommendations referred to in clause (iii) above (and the information required by Section 14(fa) of the Securities Exchange Act of 1934, as amended (together with all rules preceding sentence 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 as required by Rule 14d-9 under 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 OfferExchange Act. Parent and its Sub and their counsel shall be given a reasonable the opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the Commission. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws 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 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 supplied by Parent or Sub in writing for inclusion in the Schedule 14D-9 with the SEC14D-9. 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 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, including by participating with the Company and its counsel in any discussions with the Commission or its staff, in the response of the Company to such comments. ParentIn connection with the Offer, the Company will 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 the 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 Common Stock 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 Company's 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, Parent and its affiliates and associates 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. The Company 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 shares of 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. (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 (Goldman Sachs & Co. has --------------- dxxxxxxxd xx xhe Board of Directors of the "Financial Advisor") has delivered to the Board 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 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 (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 Companyholders. 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 that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Documents of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior Recommendations, subject to the Company's filing of the Schedule 14D-9 with the SECwithdrawal or modification thereof as provided in Section 6.3(b). The Company agrees has been advised that all of its directors and executive officers presently intend 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 tender their Shares pursuant 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 lawsOffer.