Common use of Company Actions Clause in Contracts

Company Actions. (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 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 has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directors, after affording Parent at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), (B) determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its counsel written opinion that as of the date hereof the consideration to be received by the holders of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a reasonable opportunity financial point of view. The Company has been authorized by the Financial Advisor to review and comment thereonpermit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i) above. (b) Concurrently with the commencement of the Offer or as promptly thereafter as practicable, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the existing statement and any subsequent amendments or supplements exhibits thereto, the “"Schedule 14D-9”") reflecting which shall contain the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Actreferred to in Section 1.2 (a) hereof. The Schedule 14D-9 will set forth that shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s Board 's stockholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company further shall take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws, and shall mail such Schedule 14D-9 to the stockholders of the Company promptly after commencement of the Offer, together with the initial mailing of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Purchase. Each of the Company, on the one hand, and Parent and Merger SubPurchaser, on the other hand, agrees to shall promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Parent, the Purchaser and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, the Company shall provide to Parent Parent, the Purchaser and its their counsel copies in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responseswith copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) In connection with the Offer, the Company will shall promptly furnish Merger Sub with or cause to be furnished to the Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date date, and shall promptly furnish Merger Sub Parent with such additional available information (includinginformation, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other information and assistance as Merger Sub the Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate stockholders of the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shallhereby consents to the Offer and the Merger and represents that (X) its Board of Directors (at a meeting duly called and held) has by the unanimous vote of the directors, after affording (i) determined that each of the Offer and the Merger is (x) advisable and (y) fair to, and in the best interests of, the holders of shares of capital stock of the Company, including but not limited to holders of shares of Common Stock, (ii) approved the Offer and the Merger and approved and adopted this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby in accordance with the provisions of the DGCL, (iii) recommended acceptance of the Offer, approval of the Merger and approval and adoption of this Agreement by the stockholders of the Company, (iv) approved the changes in the Options, Company Warrants, Stock Incentive Plans and Stock Plans contemplated by this Agreement, and (v) taken all other applicable action necessary to render (x) Section 203 of the DGCL and any other applicable state takeover statutes and (y) Article VIII of the Company Charter inapplicable to the Offer and the Merger; and (B) Xxxxxxx Sachs International has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of Common Stock, other than Parent and its counsel Merger Sub, pursuant to the Offer and the Merger is fair to such holders of Common Stock from a reasonable opportunity financial point of view, subject to review the assumptions and comment thereon, qualifications contained in such opinion. (b) The Company shall file with the SEC, as promptly soon as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting containing the recommendation recommendations referred to in clause (X) of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, Section 2.2(a) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. Parent and Merger Sub and their counsel shall be given the opportunity to review and comment upon the Schedule l4D-9 and any amendments thereto prior to their filing with the SEC. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of comply in all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance material respects with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance provisions of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Companyfederal securities laws and, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be 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 disseminated stated therein or necessary in order to stockholders make the statements therein, in light of the Companycircumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Merger Sub in each case, as and to writing for inclusion in the extent required by applicable federal securities LawsSchedule 14D-9. The Company shall agrees to provide to Parent and its counsel copies in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. comments and shall provide Parent and its counsel shall be given a reasonable an opportunity to review participate, including by participating with the Company and its counsel in any discussions with the SEC or its staff, in the response of the Company to such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial 's stockholders. Except 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 OfferMerger, Parent and its Affiliates and associates (as defined in Rule 12b-2 under the Merger and the other transactions contemplated by this Agreement, Merger Sub Exchange Act) shall hold in confidence the information contained in any such labels, listings and files and shall files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated in accordance with Article X, shall promptly deliver to the Company all copies of such information then in their possession and shall certify in writing to the Company their compliance with this Section 2.2(c). (d) The Company has been advised that each of its directors and Executive Officers intends to tender pursuant to the Offer all shares of Common Stock owned of record and beneficially by him or any other business combination with Companyher, if any, except to the extent such tender would violate applicable securities laws.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that its board of trustees, after affording at a meeting duly called and held, has duly and unanimously (i) declared the advisability of the Merger and this Agreement, (ii) approved the Offer, the Merger, this Agreement and the transactions contemplated hereby, (iii) determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company’s shareholders, (iv) subject to Section 6.2(b), resolved to recommend that the Company’s shareholders accept the Offer and tender their Shares to Subsidiary and, if required, approve the Merger and the other transactions contemplated hereby, (v) approved the execution, delivery and performance of the Shareholders Agreement, the Share Option Agreement and the Warehouse Amendment, (vi) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar legal requirement, including, without limitation, any provisions under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “REIT Law“) and the Maryland General Corporation Law (the “MGCL“) or any provisions of the Company’s Declaration of Trust (other than Section 7.2.1(a)(iv) of the Company’s Declaration of Trust), that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement or the Shareholders Agreement and (vii) adopted resolutions providing an exception for Parent and its counsel a reasonable opportunity Subsidiary to review and comment thereon, the Ownership Limit as defined in Section 7.1 of the Declaration of Trust. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company’s board of trustees described in this Section 1.2(a). (b) The Company shall file with the SEC, as promptly as practicable SEC on the date of the filing by Parent and Merger Sub commencement of the Offer Documents, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the existing statement and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”“) reflecting which will on the recommendation date filed with the SEC and the date first published, sent or given to the Company’s shareholders comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal securities laws, and that, subject to Section 6.2(b), will contain the recommendations of the Company’s Board board of Directors that holders of shares of Company Common Stock tender their shares into the Offertrustees referred to in subsection (a) above, 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 to the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, shareholders as and to the extent required by applicable the federal securities Lawslaws. The Company shall deliver the proposed forms of the Schedule 14D-9 to Parent and its counsel in advance of the commencement of the Offer for review and comment by Parent and its counsel prior to the commencement of the Offer. The Schedule 14D-9 shall be in a form reasonably acceptable to Parent. Parent and its counsel shall be given a reasonable opportunity to review and comment on any amendments and supplements to the Schedule 14D-9 prior to their filing with the SEC or dissemination to the Company’s shareholders. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of any such comments. Each of the Company, Parent and its counsel Subsidiary shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection filed with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists SEC and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer disseminated to the Company’s record shareholders, in each case, as and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated extent required by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyapplicable U.S. federal securities laws.

Company Actions. (a) The Company shall, after affording Parent hereby consents to the Offer and represents that each of its Management Board and its counsel Supervisory Board, in each case in accordance with the Company's articles of association and applicable law, has (i) determined that the Offer, upon the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company's shareholders, the holders of the TOPrS and other relevant constituencies, its Subsidiaries, and the enterprises carried on by the Company and its Subsidiaries, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, and (iii) resolved to recommend that the shareholders of the Company and the holders of the TOPrS accept the Offer and tender their Company Shares and TOPrS thereunder to Purchaser. Xxxxxxx Xxxxx International ("Xxxxxxx Xxxxx") has delivered to the Management Board and Supervisory Board of the Company its opinion that the Share Offer Price to be received by the holders of Company Shares pursuant to the Offer is fair to such holders from a reasonable opportunity to review and comment thereonfinancial point of view. (b) On the date the Offer is commenced, the Company shall promptly 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 Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the existing statement and any subsequent amendments or supplements exhibits thereto, the “"Schedule 14D-9”") reflecting which shall contain the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair referred to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and clause (iii) recommended (the “Company Offer Recommendation”of Section 1.3(a) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the hereof. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to stockholders holders of the CompanyCompany Shares and TOPrS, in each case, case as and to the extent required by applicable United States federal securities Laws. The Company shall provide to Parent laws and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.3 (c) In connection with the Offer, the Company will promptly furnish Merger Sub with or cause to be furnished to Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company Common Stock Shares and of the TOPrS as of the most a recent practicable date date, and shall furnish Merger Sub Purchaser with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record holders of the Company Shares and beneficial stockholdersof the TOPrS (including updates thereof). Except for such steps as are is necessary to disseminate the Offer Documents and any other documents necessary offering materials required to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall Purchaser agrees to hold in confidence the information contained in any such labels, listings lists and files, and to use the information contained in any such labels, lists and files and shall use such information only in connection with the Offer and, if this Agreement shall be terminated pursuant to Article V hereof, shall promptly return to the Company all copies and extracts of such information then in its possession or under its control, or the Merger possession or any other business combination with Companycontrol of its agents or representatives.

Company Actions. (a) The Company shall, after affording Parent hereby approves and its counsel a reasonable opportunity consents 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 Documentsand represents that its board of directors, an amendment at a meeting duly called and held or pursuant to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements theretounanimous written action, 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 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 has has: (i) determined by unanimous vote of all of its members that each of this Agreement and the transactions contemplated hereby, specifically including each of the Offer and the Merger, is advisable, are fair to and in the best interests of the Company and its stockholders, shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and this Agreement Merger, in accordance with the Delaware General requirements of the Minnesota Business Corporation Law Act (“DGCLMBCA”) and ), (iii) recommended 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 Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Board Recommendation”), if, but only if, (yiv) after consultation with its outside counsel, approved the Board of Directors determines that Tender and Voting Agreement and the failure to take such action is inconsistent with its fiduciary duties under applicable Law; transactions contemplated thereby and (zv) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at least 3 Business Days prior a meeting duly called and held, to making the extent necessary, a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each special committee of the Company, on ’s board of directors formed in accordance with Section 302A.673 of the one hand, and Parent and Merger Sub, on MBCA (the other hand, agrees to correct promptly any information provided by it for use in “Special Committee”) has adopted a resolution having the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders effect of causing the Company, in each caseParent, as 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 302A.675 of the MBCA, that might otherwise apply to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company Offer or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and or any of the other transactions contemplated by this Agreement, Merger Sub shall hold the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the treatment of Company Options (as defined in confidence Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the information contained Company hereby consents to the inclusion of the Company Board Recommendation in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with CompanyDocuments.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SECSEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and Merger Sub the Purchaser of the Offer Documents, an amendment to its a 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 unanimous recommendation of the Company’s Company Board of Directors that holders of shares of Company Common Stock Shares tender their shares into Common Shares pursuant to the Offer, Offer (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 forth, and the Company hereby represents, that the Company’s Board of Directors Company Board, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) approved the Offer and the Merger and adopted this Agreement in accordance with the OBCA, (ii) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholdersshareholders, (iiiii) approved 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 OBCA and the Rights inapplicable to the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”v) and (iii) recommended (the “Company Offer Recommendation”) acceptance of elected that the Offer and adoption the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any Takeover Laws of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement by or the Company’s stockholderstransactions contemplated hereby; provided, however, that the Company 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 has received the opinion of Xxxxxxx, Sachs & Co., the Company’s financial advisor, to the effect that, as of October 13, 2007, the consideration to be received by the holders of Common 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 Company Offer Recommendation hereby consents to the inclusion in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after Offer Documents of the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board recommendations of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change Board described in Company Offer Recommendationthis Section 1.2(a). (b) The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Parent and the Purchaser represent that the information supplied by them in writing for inclusion in 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 made therein, in light of the circumstances under which they were made, not misleading. Each of the Company, on the one hand, and Parent and Merger Subthe Purchaser, on the other hand, agrees agree promptly to correct promptly any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect 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 stockholders the holders of the CompanyCommon Shares, in each case, as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesLaw. (c) In connection with the Offer, the Company will promptly furnish Merger Sub the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock Shares as of the most recent practicable date and shall furnish Merger Sub the Purchaser with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub the Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersshareholders. Except 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 OfferMerger, Parent, the Merger Purchaser and the other transactions contemplated by this Agreementtheir Affiliates, Merger Sub associates, agents and advisors, shall hold in confidence keep such information confidential and use the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger and, should the Offer terminate or any other business combination with Companyif this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company shall, after affording Parent hereby approves and its counsel a reasonable opportunity consents to review the Transactions 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 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 has represents that: (i) the Company Board, at a meeting duly called and held, has unanimously: (A) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is Transactions are advisable, fair to and in the best interests of the shareholders of the Company; (B) adopted and approved this Agreement and the Transactions and declared it advisable that the Company enter into this Agreement and its stockholdersconsummate the Transactions; (C) resolved to recommend that the Company’s shareholders accept the Offer and approve the Merger and the Plan of Merger; and (D) taken all actions so that the restrictions contained in the Articles of Incorporation and Chapter 23B.19 of the WBCA will not apply to the execution, delivery or performance of this Agreement or the Shareholder Tender Agreements, or to the consummation of the Transactions, including the Merger (the “Takeover Statutes”); and (ii) the Continuing Directors of the Company (as such term is defined in the Company’s Articles of Incorporation), voting separately as a subclass of the Company Board, have unanimously adopted and approved the Offer this Agreement and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance pursuant to Section 13.2.2 of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board Articles of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer RecommendationIncorporation. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”) containing, subject to Section 6.5(b), the recommendation described in Section 1.2(a)(iii) and shall disseminate the Schedule 14D-9 to the shareholders of the Company as and to the extent required by Rule 14d-9 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel in writing upon request all information concerning Parent and Merger Sub that may be required by applicable securities Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. The Company shall cause the Schedule 14D-9 to comply in all material respects with the provisions of applicable Law. Each of the Company, on the one handParent, and Parent and Merger Sub, on the other hand, agrees to Sub shall promptly correct promptly any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders the shareholders of the Company, in each case, case as soon as reasonably practicable and as and to the extent required by applicable United States federal securities Laws. The Company shall provide to promptly notify Parent and its counsel copies in writing upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall inform promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any oral amendment or supplement thereto) that does not contain or relate to a Company Adverse Recommendation Change with the SEC or mailing thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company shall give reasonable and good faith consideration to any such comments. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board contained in the Schedule 14D-9. In the event that the Company or its counsel may receive receives any comments from the SEC or its staff with respect to the Schedule 14D-9 14D-9, it shall use its reasonable best efforts to (i) respond promptly after receipt of to such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses(ii) take all other actions necessary to resolve the issues raised therein. (c) In connection with the OfferOffer and the Merger, the Company will promptly shall instruct its transfer agent to furnish Parent and Merger Sub promptly with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock as of the most recent latest practicable date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub with such additional available information and assistance (including, but not limited to, including periodically updated lists of holders of the Company Common Stock shareholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersholders of Company Common Stock. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Merger and the other transactions contemplated by this AgreementParent, Merger Sub and their respective affiliates, associates and Representatives shall hold in confidence use the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger Merger, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession or any other business combination with under their control promptly upon the request of the Company.

Company Actions. (a) The Company shall, after affording Parent hereby approves and its counsel a reasonable opportunity consents 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 Offer, the Merger and shall disseminate the Schedule 14D-9 as required other transactions contemplated by Rule 14d-9 promulgated under this Agreement and the Exchange Act. The Schedule 14D-9 will set forth Contingent Cash Consideration Agreement and represents that the Company’s Board of Directors Company Board, at a meeting duly called and held has unanimously: (i) determined by unanimous vote of all of its members that each of the Offer, the Merger, this Agreement, the Contingent Cash Consideration Agreement and the transactions contemplated hereby, including each of the Offer hereby and the Merger, is thereby are advisable, fair to and in the best interests of the Company and its stockholders, ; (ii) adopted this Agreement and approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and transactions hereby; (iii) recommended (the “Company Offer Recommendation”) resolved to recommend acceptance of the Offer Offer; and (iv) taken all other actions necessary to exempt the Offer, the Merger, this Agreement, the Contingent Cash Consideration Agreement and adoption of this Agreement by the Company’s stockholders; providedtransactions contemplated hereby and thereby from any “fair price”, however“moratorium”, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub “control share acquisition”, “interested stockholder”, “business combination” or withdrawn after the date hereof other similar statute or regulation (such a modification or withdrawal, a “Change in Company Offer RecommendationTakeover Statute”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”) containing, subject to Section 6.5(b), the recommendation described in Section 1.2(a)(iii) and shall mail the Schedule 14D-9 to the stockholders of the Company as required by Rule 14d-9 under the Exchange Act. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to Sub shall promptly correct promptly any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case, case as soon as reasonably practicable and as and to the extent required by applicable federal securities Lawslaws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent and its counsel copies in writing of a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and shall inform Parent their counsel. The Company hereby consents to the inclusion in the Offer Documents of any oral comments the recommendation of the Company Board contained in the Schedule 14D-9. In the event that the Company or its counsel may receive receives any comments from the SEC or its staff with respect to the Schedule 14D-9 14D-9, it shall use its reasonable best efforts to (i) respond promptly after receipt of to such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses(ii) take all other actions necessary to resolve the issues raised therein. (c) In connection with the OfferOffer and the Merger, the Company will promptly shall cause its transfer agent to furnish Parent and Merger Sub promptly with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock as of the most recent latest practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Parent and Merger Sub with such additional available information and assistance (including, but not limited to, including periodically updated lists of holders of the Company Common Stock stockholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record holders of Company Common Stock. Parent and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence take such actions as may be reasonably required to protect the unauthorized disclosure or use of information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyreceived by it pursuant to this Section 1.2.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that (i) the Company Board, after affording at a meeting duly called and held, has, subject to the terms and conditions set forth herein, unanimously (A) determined this Agreement and the transactions contemplated hereby, including the Offer and the Merger (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 Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger and (ii) 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 consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair from a financial point of 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 counsel a reasonable opportunity affiliates do not own any Shares, sufficient to review render the relevant provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Offer, the Merger and comment thereonthe Tender Agreements (as defined in Section 8.4(b)). (b) Concurrently with the commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the existing statement and any subsequent amendments or supplements exhibits thereto, the “"Schedule 14D-9”") reflecting which shall contain the recommendation referred to in clause (B) of Section 1.2(a) hereof, provided, that in the event of a Superior Proposal (as defined in Section 5.5) prior to such filing, the Company shall not be required to make such filing with such recommendations if a majority of the Company’s Company Board determines in good faith, after receiving advice from its financial advisor and outside counsel, that making such filing would constitute a breach of Directors that holders the fiduciary duties of shares of the Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated Board under the Exchange Actapplicable law. The Schedule 14D-9 will set forth that comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s Board 's stockholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including each of 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 Offer and the Merger, is advisable, fair Documents. The Company further agrees to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in take all steps necessary to cause the Schedule 14D-9 may to be modified filed with the SEC and to be disseminated to holders of Shares, in a manner adverse each case as and to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under extent required by applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) federal securities laws. Each of the Company, on the one hand, and Parent and Merger Subthe Purchaser, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, the Purchaser and their counsel in writing of with any comments and shall inform Parent of any oral comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesor other communications. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with or cause to be furnished to the Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date date, and shall furnish Merger Sub the Purchaser with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferDocuments, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub Purchaser shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files and shall will use such information only in connection with the Offer and Offer, and, if this Agreement is terminated, will upon request of the Merger Company, deliver or any other business combination with Companycause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. (ab) The Company shall, Promptly after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file the date the Offer Documents are filed with the SEC, as promptly as practicable on the date of Company shall file with the filing by Parent and Merger Sub of the Offer Documents, an amendment to its Solicitation/SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement and any subsequent amendments such Schedule 14D-9, as supplemented or supplements theretoamended from time to time, the “"Schedule 14D-9”") reflecting containing the recommendation described in Section 1.02(a) and shall mail the Schedule 14D-9 to the stockholders of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that 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 Board 's stockholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including each of the Offer and the Mergernot misleading, except that no representation or warranty is advisable, fair to and in the best interests of made by the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement respect to written information supplied by the Company’s stockholders; provided, however, that such Company Offer Recommendation Parent or Sub specifically for inclusion in the Schedule 14D-9 may be modified in a manner adverse to 14D-9. The Company, Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees each agree promptly to correct promptly any written information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect 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 corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders of the Company's stockholders, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company shall provide to Parent and its counsel copies in writing shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferMerger, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files and shall files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon such termination, promptly deliver, and will use their best efforts to cause their agents promptly to deliver, to the Company all copies of such information (and all copies of information derived therefrom) then in their possession or any other business combination with Companycontrol.

Company Actions. (a) Section 1.2.1 The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SECSEC and mail to the holders of Shares, as promptly as reasonably practicable on the date of the filing by Parent and Merger Sub the Purchaser of the Offer Documents, an amendment to its a 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 Company Board of Directors that holders of shares of Company Common Stock Shares tender their shares into Shares pursuant to the Offer, 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 forth, and the Company hereby represents, that the Company’s Board of Directors Company Board, at a meeting duly called and held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its members directors in attendance that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (iiB) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law DGCL, (“DGCL”) and (iiiC) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholdersstockholders (if such adoption is required by applicable law), and (D) 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 Company Offer Recommendation in 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 may be modified in a manner adverse will set forth, and the Company further represents, that, prior to Parent and Merger Sub or withdrawn after the date hereof execution hereof, Capitalink, L.C. (such a modification or withdrawalthe “Company Financial Advisor”) has delivered to the Company Board its written opinion that, a “Change in Company Offer Recommendation”)as of July 26, if, but only if, (y) after consultation with its outside counsel2005, the Board consideration to be received by the holders of Directors determines that Shares pursuant to the failure Offer and the Merger is fair to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior the holders of Shares from a financial point of view. The Company hereby consents to making a Change the inclusion in Company the Offer Recommendation, Documents of the recommendations of the Company has provided written notice to Parent that it is prepared to make a Change Board described in this Section 1.2.1 and the terms of the opinion of the Company Offer Recommendation. (b) Financial Advisor. Each of the Company, on the one hand, and Parent and Merger Subthe Purchaser, on the other hand, agrees agree promptly to correct promptly any material information provided by it either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect 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 stockholders the holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. 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 to Parent Parent, the Purchaser and its their counsel copies in writing with a copy of any written comments and shall inform Parent 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 Schedule 14D-9 Offer promptly after receipt of thereof, shall consult with Parent, the Purchaser and their counsel prior to responding to any such comments. Parent , 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 shall be given a reasonable opportunity to review any such written and oral comments and proposed responsescounsel. (c) In connection with the Offer, the Section 1.2.2 The Company will promptly promptly, and from time to time as requested by Purchaser, furnish Merger Sub with the Purchaser with, or cause to be furnished, mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock Shares as of the most recent practicable date and shall furnish Merger Sub with the Purchaser with, or cause to be furnished, such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub the Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving this Agreement and the Stockholder Agreement, the Offer and the Merger, determining that the 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 affording 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 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 to the effect that, as of such date and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Shares (other than Parent and its counsel Affiliates) pursuant to the Offer and the Merger is fair from a reasonable opportunity financial point of view to review such holders, and comment thereona 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 Schedule 14D-1, file the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined). (b) On the date the Offer Documents are filed with the SEC, as or promptly as practicable on thereafter, the date of Company shall file with the filing by Parent and Merger Sub of the Offer Documents, an amendment to its SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement and any subsequent amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the “"Schedule 14D-9”") reflecting containing the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, described in paragraph (a) and shall disseminate mail the Schedule 14D-9 as to the stockholders of the Company to the extent required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer Act and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholdersany other applicable federal securities laws; provided, however, that such if the Board of Directors of the Company Offer Recommendation determines in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawalgood faith, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside legal counsel, the Board of Directors determines that the failure amendment or withdrawal of such recommendation is likely to take such action is inconsistent be required in order for its members to comply with its their fiduciary duties under applicable Law; law and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice terminates this Agreement pursuant to Parent that it is prepared Section 9.1(d), then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. 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 a Change 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 Offer Recommendation. (b) with respect to written information supplied by or on behalf of Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, Sub agrees promptly to correct promptly any written information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect 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 corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders of the Company's stockholders, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies in writing shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the OfferOffer and the Merger, the Company will shall cause its transfer agent to furnish Sub promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock 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 most recent practicable date Company's possession or control regarding the beneficial owners of Shares, and shall furnish Merger to Sub with such additional available information and assistance (including, but not limited to, including updated lists of holders of the Company Common Stock stockholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial 's stockholders. Except 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 OfferMerger, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files and shall files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, promptly deliver, and will use their best efforts to cause their agents promptly to deliver, to the Company all copies of such information then in their possession or any other business combination with Companycontrol.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and the Merger and represents and warrants that the Board of Directors of the Company (the “Company Board”), after affording Parent at a meeting duly called and held, has, by unanimous vote of all members of the Company Board (i) determined that each of the transactions contemplated by this Agreement, including the Offer and the Merger, and the Stockholder Agreements are fair to, and in the best interests of, the Company and its counsel a reasonable opportunity stockholders, (ii) declared the advisability of and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and approval are sufficient to review (A) satisfy the requirements of Section 251 of the DGCL and comment thereon(B) render the restrictions under Section 203 of the DGCL on “business combinations” (as defined in Section 203 of the DGCL) with an “interested stockholder” (as defined under Section 203 of the DGCL) inapplicable to this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger and (iii) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by the holders of the shares of Company Common Stock. (b) Schedule 14D-9. As soon as reasonably practicable after the commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement all amendments 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 Offer, and shall disseminate the Schedule 14D-9 to the stockholders of the Company as required by Rule 14d-9 promulgated under the Exchange ActAct and any other applicable Laws. The Offer Documents and the Schedule 14D-9 will set forth that shall contain the Company’s recommendation of the Company Board in favor of Directors has (i) determined by unanimous vote the Offer and the adoption and approval of all of its members that each of this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair and the Company hereby consents to and the inclusion in the best interests Offer Documents of such recommendation. The Company agrees that the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement Schedule 14D-9 shall comply in accordance all material respects with the Delaware General Corporation Law (“DGCL”) requirements of applicable U.S. federal securities Laws and (iii) recommended (on the “Company Offer Recommendation”) acceptance of date first filed with the Offer and adoption of this Agreement by SEC and, on the date first published, sent or given to the Company’s stockholders; provided, howevershall 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 such no representation or warranty is made by the Company Offer Recommendation with respect to information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference in the Schedule 14D-9 may be modified in a manner adverse to 14D-9. The Company, Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to Purchaser each shall promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders of the Company’s stockholders, in each case, case as and to the extent required by applicable U.S. federal securities Laws. Parent and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Schedule 14D-9 and any amendments thereto sufficiently in advance of the filing thereof with the SEC or dissemination to stockholders of the Company. The Company shall provide to Parent and its counsel copies in writing with a copy of any written comments and shall inform Parent 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 Schedule 14D-9 Offer promptly after the receipt of such comments. thereof, shall consult with Parent and its counsel shall be given a reasonable opportunity prior to review responding to any such comments, and shall provide Parent and its counsel with a copy of any written responses thereto and telephonic notification of any oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders responses thereto of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companycounsel.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that the Company's Board of Directors, by resolutions adopted by unanimous vote at a meeting of all Directors called and held and not rescinded in any way (the "Company Board Approval"), has duly (i) determined that the terms of this Agreement, the Offer and the Merger are fair to and in the best interests of the shareholders of the Company, (ii) approved and adopted this Agreement and approved and adopted the transactions contemplated hereby, including the Offer and the Merger, (iii) approved the Shareholder Tender and Voting Agreement and (iv) resolved to recommend that (A) the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger and (B) such matters be submitted to the Company's shareholders at the Company Shareholder Meeting. Subject to 6.1(e), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in this Section 1.2(a). (b) As promptly as practicable after affording Parent and its counsel a reasonable opportunity to review and comment thereonthe commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting which shall contain the recommendation referred to in clause (iv) of the Company’s Board of Directors that holders of shares of Section 1.2(a) hereof (subject to Section 6.1(e)). The Company Common Stock tender their shares into the Offer, and shall disseminate further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Actapplicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, agrees to will promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies in writing of shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, Merger Sub and their counsel with any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and its to consult with Parent, Merger Sub and their counsel shall be given a reasonable opportunity prior to review responding to any such comments (and provide Parent, Merger Sub and their counsel with copies of any such written response and oral comments and proposed responsestelephonic notification of any such verbal response). (c) In connection with the Offer, the The Company will shall promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional available information (includinginformation, but not limited to, including updated lists of holders listings and computer files of the Company Common Stock and their addressesshareholders of the Company, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other assistance as Parent, Merger Sub or its agents their Representatives (as defined in Section 6.1(a)) may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholdersholders of the Shares. Except Subject to the requirements of applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and files, shall use such information only solely in connection with the Offer and the Merger Merger, and, if this Agreement is terminated or any other business combination if the Offer is otherwise terminated, shall promptly destroy, or cause to be destroyed, or deliver, or cause to be delivered, to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives and shall certify in writing to the Company their compliance with Companythis Section 1.2(c).

Company Actions. (a) The Company hereby approves of, and consents to, the Offer. The Company shall, after affording Parent contemporaneously with the commencement of the Offer and its counsel a reasonable opportunity to review and comment thereonthe filing of the Purchaser’s Schedule TO, file with the SEC, as promptly as practicable on SEC and mail to the date holders of the filing by Parent and Merger Sub of the Offer Documents, an amendment to its Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (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 Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will shall set forth forth, and the Company hereby represents and warrants, that the Company’s Board of Directors Board, at a meeting duly called and held, has unanimously: (i) determined by unanimous vote of all of its members that each of this Agreement, the transactions contemplated herebyOffer, including each of the Offer and the Merger, is advisable, Merger are fair to and in the best interests of the Company and its Company’s stockholders, ; (ii) approved this Agreement, the Offer Offer, and the Merger and the transactions contemplated hereby and thereby and declared the advisability of this Agreement Agreement; (iii) approved this Agreement, the Offer, and the Merger in accordance with Section 203 of the Delaware General Corporation Law (“DGCL”) ; and (iiiiv) recommended (the “Company Offer Recommendation”) resolved to recommend acceptance of the Offer Offer, the tendering of their Shares to Purchaser, and approval of the Merger and the adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 recommendation and approval may be modified in a manner adverse withdrawn, modified, or amended to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, extent that the Board of Directors determines in good faith (after having consulted with outside legal counsel) that the failure to take such action is inconsistent necessary in order for its directors to comply with its their fiduciary duties to the Company’s stockholders under applicable Law; law. The Company consents to the inclusion in the Offer Documents of the recommendations and (z) at least 3 Business Days prior approvals referred to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendationthis Section 1.02 without modification or amendment. (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 Company’s stockholders, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Parent or the Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, on the one hand, and the Parent and Merger Subthe Purchaser, on the other hand, agrees agree promptly to correct promptly any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders the holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaw. The Company shall provide to Parent Parent, Purchaser, and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 (including any such written and oral comments and proposed responsesamendments or supplements thereto) prior to it being filed with the SEC. (c) In connection with the Offer, the Company will shall, to the extent it possesses, controls, or has access to such information, promptly furnish Merger Sub Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists lists, and any available listing or computer list files containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date date, and shall promptly furnish Merger Sub Purchaser with such additional available information (including, but not limited towithout limitation, updated lists of holders of the Company Common Stock Shares and their addresses, mailing labels addresses and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub Purchaser or its agents or representatives may reasonably request in connection with communicating the Offer to the Company’s record and beneficial stockholdersholders of the Shares. Except Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Offer and the other transactions contemplated by this AgreementMerger, Merger Sub Parent and Purchaser shall (i) hold in confidence the information contained in any of such labels, listings and files and shall lists; (ii) use such information only in connection with the Offer and the Merger Merger; and (iii) if this Agreement is terminated, shall, upon request, deliver to the Company or any other business combination with Companydestroy all copies of such information then in their possession.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that the Company’s Board of Directors and a special committee of the Company’s Board of Directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”), after affording Parent each at a meeting duly called and its counsel a reasonable opportunity held, have (i) determined that the terms of the Offer and the Merger are fair to review and comment thereonin the best interests of the shareholders of the Company, file (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, the Shareholders Agreement and the Stock Option Agreement, and such approvals are sufficient to comply with Sections 302A.671, 302A.673 and 302A.675 of the SECMBCA as they apply to this Agreement and the transactions contemplated by this Agreement and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve and adopt this Agreement and the Merger. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board and the approval of the Special Committee described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Company’s Board or the disclosure regarding the approval of the Special Committee or any component thereof to be modified in any manner adverse to Purchaser or Merger Sub or to be withdrawn by the Company’s Board or the Special Committee, except as provided in Section 4.8(b) hereof. (b) As promptly as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting which shall contain the recommendation referred to in clause (iii) of the Company’s Board of Directors that holders of shares of Section 1.2(a) hereof. The Company Common Stock tender their shares into the Offer, and shall disseminate further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Actapplicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent each of Purchaser and Merger Sub, on the other hand, agrees to will promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent Purchaser and its counsel copies in writing of shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Purchaser, Merger Sub and their counsel with any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and its to consult with Purchaser, Merger Sub and their counsel shall be given a reasonable opportunity prior to review responding to any such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the The Company will shall promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional available information (information, including, but not limited towithout limitation, updated lists listings and computer files of holders of the Company Common Stock and their addressesShares, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other assistance as Purchaser, Merger Sub or its their agents may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyholders of Shares.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that the Board of Directors of the Company, after affording at a meeting duly called and held, 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 Offer, the Merger and the Asset Purchase Agreement and the transactions contemplated hereby and thereby, determining that the 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 and the Asset Purchase Agreement are fair to, and in the best interests of, the Company's shareholders and recommending that holders of Shares accept the Offer and, if required by applicable law, that the Company's shareholders approve this Agreement and 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 the Board of Directors of the Company 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, LLC (the "Financial Advisor") that the proposed consideration to be received by Company's common shareholders pursuant to the Offer and the Merger is fair to the Company's common shareholders (other than Parent and or any of its counsel affiliates) from a reasonable opportunity financial point of view. The Company has been authorized by Financial Advisor to permit, subject to prior review and comment thereonconsent by Financial Advisor (such consent not to be unreasonably withheld), file the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in this Section 1.2(a), subject to the immediately preceding proviso. The Company has been advised by each 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. (b) On the date the Offer Documents are filed with the SEC, as promptly as practicable on the date of Company shall file with the filing by Parent and Merger Sub of the Offer Documents, an amendment to its SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement and any subsequent amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the “"Schedule 14D-9”") reflecting containing the recommendation described in paragraph (a) above (subject to the proviso in Section 1.2(a)) and shall mail a copy of the Schedule 14D-9 to the shareholders of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, Sub agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect 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 corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders of the Company's shareholders, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies in writing shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to shareholders of the Company. The Company agrees to provide Parent and its counsel any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the OfferOffer and the Merger, the Company will shall cause its transfer agent to furnish Sub promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company shares of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the most recent practicable date Company's possession or control regarding the beneficial owners of Shares, and shall furnish Merger to Sub with such additional available information and assistance (including, but not limited to, including updated lists of holders of the Company Common Stock shareholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Parent or Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.'s

Company Actions. (a) The Company shall, after affording Parent hereby approves of and its counsel a reasonable opportunity consents 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 and represents and warrants that 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 the Company Common Stock tender their shares into (the Offer"COMPANY BOARD"), at a meeting duly called 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 held, has unanimously (i) determined by unanimous vote of all of its members that each of this Agreement and the transactions contemplated hereby, including each of the Offer and the MergerMerger (as hereinafter defined) taken together, is advisable, are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Offer and transactions contemplated hereby, including, without limitation, the Merger and this Agreement in accordance with the Delaware Offer (collectively, the "TRANSACTIONS"), and such approval constitutes approval of the Transactions for purposes of Chapter 110F of the Massachusetts General Corporation Law Laws, as amended (“DGCL”the "MGL"), and Article 6(c)2 of the Restated Articles of Organization of the Company (the "ARTICLES OF ORGANIZATION") and (iii) recommended (voted to recommend that the “Company Offer Recommendation”) acceptance stockholders of the Offer Company accept the Offer, tender their Shares thereunder to Acquisition Sub and, if required by applicable law, approve and adoption of adopt this Agreement by and the Merger, subject to the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties 's rights under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer RecommendationSection 7.4 hereof. (b) Each Concurrently with the commencement of the Offer and the filing by or on behalf of Parent and Acquisition Sub of the Schedule 14D-1, the Company shall file with the Commission and disseminate to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments or supplements thereto, the "SCHEDULE 14D-9"), containing (among other things) the recommendation referred to in clause (iii) of Section 1.2(a) hereof, subject to the Company's rights under Section 7.4 hereof. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws and, on the one handdate filed with the Commission and on the date first published, and sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent or Acquisition Sub for inclusion in the Schedule 14D-9. The Company, Parent and Merger SubAcquisition Sub each agrees promptly to correct, on the other hand, agrees to correct promptly amend or supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities laws, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected amended or supplemented, to be filed with the SEC Commission and to be disseminated to stockholders the holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent Parent, Acquisition Sub and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its their counsel shall be given a reasonable opportunity to review any such written and oral comments comment upon the Schedule 14D-9 and proposed responsesall amendments and supplements thereto prior to the filing thereof with the Commission or the dissemination thereof to the holders of Shares. (c) In connection with the Offer, the Company will shall promptly furnish Merger Parent and Acquisition Sub with a list of the names and addresses of all record holders of Shares and security position listings of Shares, each as of a recent date, and shall promptly furnish Parent and Acquisition Sub with such additional information, including updated lists of the stockholders of the Company, lists of the holders of the Company's outstanding stock options, mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) listings and such other assistance and information as Merger Parent or Acquisition Sub or its their agents may reasonably request in communicating the Offer request. Subject to the Company’s record requirements of applicable law, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger each of Parent and the other transactions contemplated by this Agreement, Merger Acquisition Sub shall hold in confidence use the information contained described in any such labels, listings and files and shall use such information the preceding sentence only in connection with the Offer Offer, and if this Agreement is terminated in accordance with its terms, each of them shall, upon the Merger Company's request, deliver to the Company all such information and any copies or any other business combination with Companyextracts thereof then in its possession or under its control.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file On the date the Offer Documents are filed with the SEC, as promptly as practicable on the date of Company shall file or cause to be filed with the filing by Parent and Merger Sub of the SEC a Tender Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement all exhibits, amendments and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting that, subject to Section 5.4(e)(i) and Section 5.4(e)(ii), shall contain and reflect the recommendation Company Board Recommendation. The Company shall also include in the Schedule 14D-9 the opinion of the Company Financial Advisor. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to holders of Shares. Each of Purchaser and Parent shall promptly furnish to the Company in writing all information concerning Purchaser and Parent that may be required by applicable Law to be set forth in the Schedule 14D-9 or reasonably requested in connection with any actions contemplated by this Section 1.2(a). The Company shall cause the Schedule 14D-9 to be filed with the SEC pursuant to this Section 1.2(a) to be disseminated to the Company’s Board stockholders as and to the extent required by the Exchange Act concurrently with the dissemination of Directors that the Schedule TO to the holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange ActPurchaser. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair Except with respect to and any amendments filed in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance connection with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Board Recommendation, the Company has provided written notice agrees to provide Purchaser, Parent that it is prepared and their counsel reasonable opportunity to make a Change in review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company Offer Recommendation. (b) shall give reasonable and good faith consideration to any comments made by Purchaser, Parent and their counsel. Each of the Company, on the one hand, Purchaser and Parent and Merger Sub, on the other hand, agrees to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect and the respect. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders of the Company’s stockholders, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company shall provide to Parent and its counsel copies in writing Upon receipt of any comments and shall inform Parent of any written or oral comments that or requests for amendments or supplements by the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 14D-9, the Company agrees to (i) promptly after receipt of such comments. provide Purchaser, Parent and its their counsel shall be given with a copy of any such written comments or requests for amendments or supplements (or a description of any such oral comments); (ii) provide Purchaser, Parent and their counsel a reasonable opportunity to review comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by Purchaser, Parent and their counsel prior to responding to any such comments or requests; and (iii) provide Purchaser or Parent with copies of any written and oral comments and proposed responsesor responses submitted by the Company in response thereto. (cb) In connection with the Offer, the Company will shall cause its transfer agent to promptly furnish Merger Sub Purchaser and Parent with (i) mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares; and (ii) security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, and shall furnish Merger Sub of those persons who become record or beneficial owners subsequent to such date, together with such additional other readily available information (includinglistings and computer files containing names, but not limited to, updated lists addresses and security position listings of record holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) owners of Shares. The Company shall furnish Purchaser and Parent with such additional information, including, without limitation, updated listings and computer files of record holders and beneficial holders of Shares, mailing labels, addresses, and security position listings, and such other assistance as Merger Sub Purchaser, Parent or its their agents may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholdersholders of Shares. Except Subject to applicable Law, and except for such steps actions as are necessary to disseminate the Offer Documents Documents, Purchaser and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub Parent shall hold in confidence the information contained in any such labelsand documents provided to them under this Section 1.2(b), listings and files and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or any other business combination destroy (and confirm such destruction in writing) all such information and documents (along with Companyall copies thereof) then in their possession or control.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, as As promptly as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments, supplements and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”) reflecting which, subject to Section 5.2, shall contain the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and Recommendation. The Company shall disseminate cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by Rule 14d-9 applicable federal securities Laws and rules and regulations promulgated under the Exchange Actthereunder. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and each of Parent and Merger SubPurchaser, on the other hand, agrees to shall promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall be or shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, as and to the extent required by applicable federal securities LawsLaws and rules and regulations promulgated thereunder. The Company shall provide to Parent and its counsel copies in writing shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Shares. In addition, the Company shall provide Parent and its counsel with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. , consult with Parent and its counsel shall be given a reasonable opportunity prior to review responding to any such written and oral comments and proposed provide Parent with copies of all such responses. (cb) In connection with the Offer, the The Company will shall promptly furnish Merger Sub Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Merger Sub Purchaser with such additional available information (includinginformation, but not limited to, including updated lists listings and computer files of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other assistance as Merger Sub Parent, Purchaser or its their agents may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholdersholders of Shares. Except Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub Purchaser shall hold in confidence the information contained in any such labels, listings and files and files, shall use such information only solely in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 7.1 or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives. (c) The Company grants to Parent and Purchaser an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully-diluted basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Offer Price; provided, however, that the obligation of the Company to deliver Merger Option Shares upon the exercise of the Merger Option is subject to the condition that no judgment, injunction, order or decree shall prohibit the exercise of the Merger Option or the delivery of the Merger Option Shares in respect of such exercise. (d) The Merger Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least 80% of the outstanding shares of Company Common Stock on a fully-diluted basis. The Merger Option shall not be exercisable to the extent that the number of shares of Company Common Stock subject thereto exceeds (x) the number of authorized shares of Company Common Stock available for issuance or (y) the number of shares of Company Common Stock that may be issued to Parent and Purchaser without obtaining stockholder approval under the rules of NASDAQ. (e) In the event that Parent or Purchaser wish to exercise the Merger Option, Purchaser shall give the Company one (1) Business Day’s prior written notice specifying the number of shares of Company Common Stock that are owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Parent or Purchaser shall pay to the Company an amount equal to the product of (i) the number of shares of Company Common Stock purchased pursuant to the Merger Option, multiplied by (ii) the Offer Price, which amount shall be paid in cash (by wire transfer or cashier’s check) or, at the election of Parent or Purchaser, by delivery of a promissory note having full recourse to Parent. (f) Parent and Purchaser acknowledge that the Merger Option Shares which Parent and Purchaser may acquire upon exercise of the Merger Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon the purchase of the Merger Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Parent and Purchaser agree that the Merger Option and the Merger Option Shares to be acquired upon exercise of the Merger Option are being and will be acquired by Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any other business combination with Companydistribution thereof (within the meaning of the Securities Act).

Company Actions. (a) The On the date that the Offer Documents are filed with the SEC, the Company shall, after affording Parent and its counsel in a reasonable opportunity to review and comment thereonmanner that complies with Rule 14d-9 promulgated under the Exchange Act, 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to this Offer (together with the existing statement all amendments, supplements, and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”) reflecting which shall, subject to the provisions of Section 5.2(d), contain the recommendation that the stockholders of the Company’s Board Company accept the Offer, tender their shares of Directors that Common Stock to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger. The Company agrees to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of shares of Company Common Stock tender their shares into Stock, together with the OfferOffer Documents, in each case as and shall disseminate to the Schedule 14D-9 as extent required by Rule 14d-9 promulgated under the Exchange Actapplicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and the Parent and Merger Subthe Purchaser, on the other hand, agrees agree promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the 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 stockholders holders of the Company, in each case, Common Stock as and to the extent required by applicable federal securities Lawslaws. 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 shall agrees to provide to Parent the Parent, the Purchaser and its their counsel copies in writing of with any comments and shall inform Parent of any oral comments or communications, written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (cb) In connection with the Offer, the Company will as promptly as practicable furnish Merger Sub with or cause to be furnished to the Purchaser mailing labelslists, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company shares of Common Stock as of the most a recent practicable date date, and shall promptly furnish Merger Sub with to the Purchaser such additional available information and assistance (including, but not limited to, updated lists of holders of the Company shares of Common Stock Stock, updated periodically, and their addresses, mailing lists and labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents the Purchaser may reasonably request in communicating request. Each of the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub Purchaser shall hold in confidence treat the information contained referred to in any such labels, listings and files and shall use such information only this Section 1.2(b) in connection accordance with Rule 14d-5(f)(4) promulgated under the Offer and the Merger or any other business combination with CompanyExchange Act.

Company Actions. The Company hereby consents to the Offer and the Merger and represents that (a) its Board of Directors (at a meeting duly called and held) has (i) determined by the unanimous vote of the Directors that each of the Offer and the Merger is fair to, and in the best interests of, the holders of Common Stock, (ii) approved the Offer and the Merger and adopted this Agreement in accordance with the provisions of the New York Business Corporation Law, (iii) recommended acceptance of the Offer and approval and adoption of this Agreement by the shareholders of the 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) Lehmxx Xxxthers has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of Common 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, subject to the assumptions and qualifications contained in such opinion. The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, shall file with the SECCommission, as promptly soon as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”l4D-9"), containing the recommendations referred to in clause (a) reflecting the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, preceding sentence and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. Parent and Sub and their counsel shall be given the opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the Commission. The Schedule 14D-9 will set forth that comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the Commission and on the date first published, sent or given to the Company’s Board 's shareholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including each of the Offer and the Mergernot misleading, except that no representation is advisable, fair to and in the best interests of made by the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement with respect to information supplied by Parent or Sub in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation writing for inclusion in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws14D-9. The Company shall agrees to provide to Parent and its counsel copies in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. comments and shall provide Parent and its counsel shall be given a reasonable an opportunity to review 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 written and oral comments and proposed responses. (c) comments. In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.and

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that the Company’s Board of Directors and a special committee of the Company’s Board of Directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”), after affording Parent each at a meeting duly called and its counsel a reasonable opportunity held, have (i) determined that the terms of the Offer and the Merger are fair to review and comment thereonin the best interests of the shareholders of the Company, file (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, the Stockholders Agreement and the Stock Option Agreement, and such approvals are sufficient to comply with Sections 302A.671, 302A.673 and 302A.675 of the SECMBCA as they apply to this Agreement and the transactions contemplated by this Agreement and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve and adopt this Agreement and the Merger. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board and the approval of the Special Committee described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Company’s Board or the disclosure regarding the approval of the Special Committee or any component thereof to be modified in any manner adverse to Purchaser or Merger Sub or to be withdrawn by the Company’s Board or the Special Committee, except as provided in Section 4.8(b) hereof. (b) As promptly as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting which shall contain the recommendation referred to in clause (iii) of the Company’s Board of Directors that holders of shares of Section 1.2(a) hereof. The Company Common Stock tender their shares into the Offer, and shall disseminate further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Actapplicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent each of Purchaser and Merger Sub, on the other hand, agrees to will promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent Purchaser and its counsel copies in writing of shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Purchaser, Merger Sub and their counsel with any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and its to consult with Purchaser, Merger Sub and their counsel shall be given a reasonable opportunity prior to review responding to any such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the The Company will shall promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional available information (information, including, but not limited towithout limitation, updated lists listings and computer files of holders of the Company Common Stock and their addressesShares, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other assistance as Purchaser, Merger Sub or its their agents may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyholders of Shares.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and the other transactions contemplated by this Agreement and represents and warrants that the Company Board, after affording Parent at a meeting duly called and its counsel a reasonable opportunity held prior to review and comment thereon, file with the SEC, as promptly as practicable on the date execution of this Agreement at which all of the filing by Parent and Merger Sub directors of the Offer DocumentsCompany Board were present, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments either in person or supplements theretoby conference telephone, 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 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 has duly (i) determined by unanimous vote of all of its members that each of adopted resolutions approving this Agreement, and the transactions contemplated hereby, including each 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 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; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, is advisable, are advisable and fair to and in the best interests of the Company and its stockholdersthe 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 Offer and, if required by Law, vote their Shares in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Offer and the Merger and this Agreement Merger, in accordance with the applicable provisions 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 (the “DGCL”) inapplicable to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement and (iiivi) recommended 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 right of the Company Board to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.5(b) of this Agreement. The Company represents and warrants that it has been advised that each of its directors and executive officers intends to tender any and all Shares they beneficially own pursuant to the Offer. (b) Contemporaneous with the filing of the Schedule TO, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and including all exhibits thereto, the “Company Offer RecommendationSchedule 14D-9”) acceptance that (i) will comply in all material respects with the provisions of all applicable federal securities laws and (ii) will include the opinion of the Company Financial Advisor referred to in Section 4.23 hereof. The Schedule 14D-9 and the Offer and adoption Documents shall contain the recommendations of the Company Board described in Section 1.2(a) hereof, subject to the right of the Company Board to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.5(b) of this Agreement Agreement. The Company shall disseminate, and shall cooperate with Parent and Purchaser in disseminating, the Schedule 14D-9 to holders of Shares as and to the extent required by applicable federal securities laws. Each of Parent and Purchaser shall promptly furnish to the Company upon request all information concerning Parent and Purchaser that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. The Company hereby further agrees that, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material order fact or omit to state any material fact required to be stated therein or necessary in to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such no representation or warranty is made by the Company Offer Recommendation with respect to information supplied by Parent or Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Purchaser hereby agree that the information provided by them specifically for inclusion or incorporation by reference in the Schedule 14D-9 may shall not contain any untrue statement of a material fact or omit to state any material fact required to be modified stated therein or necessary in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared order to make a Change the statements therein, in Company Offer Recommendation. (b) light of the circumstances under which they were made, not misleading. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to Purchaser shall promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect and to the extent any information provided by or on behalf of Parent or Purchaser shall have become false or misleading in any material respect, Parent or Purchaser shall bear all costs, fees and expenses related to the correction, filing and dissemination of the revised Schedule 14D-9. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so amended, to reflect such corrected information, to be filed with the SEC and to be disseminated to stockholders of the Company’s stockholders, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide Parent, Purchaser and their counsel reasonable opportunity to Parent review and its comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company shall provide Parent, Purchaser and their counsel with copies in writing of any comments written comments, and shall inform Parent them of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses and oral comments the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and proposed responsestheir counsel. (c) In connection with the Offer, the Company will shall, or shall cause its transfer agent to, promptly furnish Merger Sub Parent and Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of Shares, any available computer files containing the Company Common Stock names and addresses of all record and beneficial holders of Shares and security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, and shall promptly furnish Merger Sub Parent with such additional available information (includinginformation, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other information and assistance as Merger Sub Parent or its agents may reasonably request in for the purpose of communicating the Offer to the Company’s record and beneficial stockholdersholders of Shares. Except for such steps as are reasonably necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub Parent and Purchaser shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any such mailing labels, security position listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with CompanyMerger.

Company Actions. (a) The Company shallhereby consents to the Offer, after affording Parent the Merger and its counsel a reasonable opportunity the other transactions contemplated by this Agreement and, so long as no Adverse Recommendation Change (as defined in Section 6.4(d) hereof) has occurred in accordance with Section 6.4, to review the inclusion in the Offer Documents of the Company Board Determination and comment thereonthe recommendation of the Company Board recommending that the holders of Shares accept the Offer, file tender their Shares to Merger Sub pursuant to the Offer and, if necessary under applicable Law, adopt this Agreement and approve the Merger and the other transactions contemplated hereby in accordance with the SEC, as promptly as practicable on provisions of the MBCA (the “Company Recommendation”). (b) On the date of the filing by Parent and Merger Sub of the Offer Documents, an amendment the Company shall file with the SEC and disseminate to its the Company’s shareholders a Solicitation/Recommendation Statement on Schedule 14D-9 (such Solicitation/Recommendation Statement on Schedule 14D-9, together with the existing statement any amendments, supplements and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”) reflecting containing the recommendation of Company Board Determination and the Company Recommendation, and the Company shall cause the Schedule 14D-9 to be disseminated to the Company’s Board of Directors shareholders (provided that holders of shares of Company Common Stock tender their shares into the Offer, and Merger Sub shall disseminate use reasonable best efforts to cause the Schedule 14D-9 to be disseminated concurrently with and in the same mailing envelope as the Offer Documents, if requested by the Company) as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board Each of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure shall promptly furnish to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice in writing all information concerning Parent and Merger Sub that is required by the Exchange Act to Parent that it is prepared to make a Change be included in Company Offer Recommendation. (b) the Schedule 14D-9. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, Sub agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become such information becomes false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company’s shareholders, in each case, as and to the extent required by applicable federal securities LawsLaw. The Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments and supplements thereto prior to the filing thereof with the SEC and the Company shall give reasonable and good faith consideration to all additions, deletions, changes or other comments suggested by Parent, Merger Sub and their counsel. In addition, the Company agrees to provide to Parent Parent, Merger Sub and its their counsel copies in writing of any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review any and comment upon such written responses, and oral the Company shall give reasonable consideration to all additions, deletions, changes or other comments suggested by Parent, Merger Sub and proposed responsestheir counsel. (c) In connection with the Offer, the Company will shall promptly furnish Parent and Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings, any non-objecting beneficial owner lists, computer files in the Company’s possession or control and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, and shall promptly furnish Parent and Merger Sub with such additional available shareholder information (including, but not limited to, updated lists periodic updates of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listssuch information) and such other assistance as Parent, Merger Sub or its their agents or Representatives (as defined in Section 6.4(b) hereof) may reasonably request in for the purpose of communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub holders of Shares. (d) The Company shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection promptly file with the Offer and Commissioner of Commerce of the Merger State of Minnesota all materials referred to in Section 80B.04 of the Minnesota Statutes that the Company files with the SEC or any other business combination with otherwise makes available to the shareholders of the Company.

Company Actions. (a) The Company shallhereby consents to the Offer and represents that the Company's Board of Directors, after affording Parent at a meeting duly called and its counsel a reasonable opportunity held, has adopted resolutions approving the Offer, the Merger and this Agreement, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending acceptance of the Offer and approval of the Merger and this Agreement by the stockholders of the Company; provided, however, that the Board of Directors of the Company may modify, withdraw or change such recommendation solely to review the extent that the Company and comment thereonthe Board of Directors are permitted to do so under Section 5.02 of this Agreement. Subject to the foregoing and Section 5.02, the Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section. (b) The Company will file with the SEC, as promptly as practicable SEC on the date of the filing by Parent and Merger Sub commencement of the Offer Documents, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”14D- 9") reflecting the recommendation containing such recommendations of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each in favor of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, of the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Companymay modify, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and withdraw or change such recommendation solely to the extent that it shall have become false or misleading in any material respect the Board of Directors and the Company further agrees are permitted to take all steps necessary do so under Section 5.02 of this Agreement. The Company will deliver the proposed forms of the Schedule 14D- 9 and the exhibits thereto to cause Parent within a reasonable time prior to the commencement of the Offer for prompt review and comment by Parent and its counsel. Parent and its counsel shall be given a reasonable opportunity to review any amendments and supplements to the Schedule 14D-9 as so corrected prior to be filed their filing with the SEC and to be disseminated or dissemination to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company shall will provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Company shall promptly correct any information in the Schedule 14D-9 that shall have become false or misleading in any material respect and take all steps necessary to cause such Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the stockholders of such comments. Parent the Company, as and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesthe extent required by applicable federal securities laws. (c) In connection with the Offer, the Company will promptly shall furnish Merger Sub with to, or cause to be furnished to, Parent mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) owners of the Shares as of a recent date and shall furnish Parent with such other information and assistance as Merger Sub Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company’s record . Subject to the requirements of applicable law, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Parent and Merger Subsidiary shall, and the other transactions contemplated by this Agreementshall cause each of their affiliates to, Merger Sub shall hold in confidence the information contained in any of such labelslabels and lists in confidence, listings and files and shall use such information only in connection with the Offer and the Merger Merger, and, if this Agreement is terminated, promptly deliver to the Company all copies of such information, labels, listings and files or any other business combination with Companyextracts therefrom then in their possession, in the possession of their agents or representatives or under their control.

Company Actions. (a) The Company shall, after affording Parent hereby approves and its counsel a reasonable opportunity consents 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 and the Exchange Offer and represents that (together with i) 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 the Company and acting on the unanimous recommendation of Company Common Stock tender their shares into a special committee of 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 that the Company’s Board of Directors of the Company comprised of all members of the Board of Directors other than Messrs. Bond, Chalsty, Leman and Xxxxxxxx (the "Special Committee"), at a meeting duly called and held, has unanimously (iA) determined by unanimous vote of all of its members that each of this Agreement and the transactions contemplated hereby, including each of the Offer, the Exchange Offer and the Merger, is advisabletaken together, are fair to and in the best interests of the holders of shares of Company and its stockholdersCommon Stock, (iiB) approved this Agreement and the transactions contemplated hereby, including the Offer, the Exchange Offer and the Merger, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law") with respect to the transactions contemplated hereby, (C) resolved to recommend that the stockholders of the Company accept the Offer and the Exchange Offer, tender their shares of Company Common Stock thereunder to Merger Co. and, if required by applicable law in order to consummate the Merger, approve and adopt this Agreement in accordance with and the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; providedtransactions contemplated hereby, howeverprovided that, that subject to Section 7.04, such Company Offer Recommendation in the Schedule 14D-9 recommendation may be withdrawn, modified in a manner adverse or amended if such recommendation would be reasonably likely to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is be inconsistent with its fiduciary duties under the applicable Law; law as determined by the Board of Directors of the Company in good faith after consultation with its legal advisors and (zii) at least 3 Business Days prior to making a Change in Company Offer Recommendation, 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 notice opinion that the consideration to Parent that it be paid in the Offer, the Exchange Offer and the Merger is prepared fair to make the holders of shares of Company Common Stock, from a Change in Company Offer Recommendationfinancial point of view. (b) Each On the date the Offer Documents are filed with the SEC in accordance with Section 2.01(a), the Company shall file with the SEC an amended Schedule 14D-9 (the "Schedule 14D-9/A") containing the recommendation of the Board of Directors of the Company described in Section 2.02(a)(i), and shall take such steps as are reasonably necessary to cause the Schedule 14D-9/A to be disseminated to the holders of shares of Company Common Stock as and to the extent required by applicable federal securities laws. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to Co. shall correct promptly any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it 14D-9/A which shall have become false or misleading in any material respect misleading, and the Company further agrees to shall take all reasonable steps necessary to cause the Schedule 14D-9/A as so corrected to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9/A prior to its being filed with the SEC, and the Company will provide Parent and its counsel in writing with any comments that the Company receives from the SEC or its staff with respect to the Schedule 14D-9/A promptly after receipt of any such comments. (c) On the date the Exchange Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 promulgated under the Exchange Act (together with all amendments and supplements thereto, the "Exchange Schedule 14D-9") containing the recommendation of the Board of Directors of the Company described in Section 2.02(a)(i), and shall take such steps as are necessary to cause the Exchange Schedule 14D-9 to be disseminated to the holders of shares of Company Common Stock as and to the extent required by applicable federal securities laws. The Company, Parent and Merger Co. shall correct promptly any information provided by any of them for use in the Exchange Schedule 14D-9 which shall have become false or misleading, and the Company shall take all reasonable steps necessary to cause the Exchange Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the Companyshares of Company Common Stock, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies shall be given an opportunity to review and comment on the Exchange Schedule 14D-9 prior to its being filed with the SEC, and the Company will provide Parent and its counsel in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive receives from the SEC or its staff with respect to the Exchange Schedule 14D-9 promptly after receipt of any such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (cd) In connection with the Offer and the Exchange Offer, the Company will promptly shall use its reasonable best efforts to cause its transfer agent to furnish Merger Sub Co. promptly with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock as shares of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresseswith security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Company Common Stock. The Company shall furnish Merger Co. with such additional information, including, without limitation, updated listings and files of stockholders, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings and such other assistance as Parent, Merger Sub Co. or its agents their Representatives may reasonably request in communicating the Offer and the Exchange Offer to the Company’s record and beneficial stockholdersholders of shares of Company Common Stock. Except Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents, the Exchange Offer Documents and any other documents necessary to consummate the Offer, the Exchange Offer or the Merger, Parent and Merger and the other transactions contemplated by this Agreement, Merger Sub Co. shall hold in confidence the information contained in any such labels, listings and files and files, shall use such information only in connection with the Offer, the Exchange Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 11.01, shall deliver to the Company all copies of, and any extracts or summaries from, such information then in their possession or control. (e) In connection with the Offer and the Exchange Offer, the Company shall, and shall use its reasonable best efforts to cause its Representatives to, cooperate with Parent and Merger Co. in connection with the Offer and the Exchange Offer, including, without limitation, furnishing Parent with such information (which will be treated and held in confidence by Parent), documentation and assistance as Parent or any other business combination its Representatives may reasonably request in connection with Companythe Offer and the Exchange Offer.

Company Actions. (a) The Company shallhereby consents to the Offer and represents that (a) its Board of Directors has (i) determined that each of the Merger Agreement, after affording this Fourth Amendment and, the Transactions are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Merger Agreement, as amended by this Fourth Amendment and the consummation of the transactions contemplated hereby and thereby, including the Transactions, and such approval constitutes approval of the foregoing for the purposes of Section 203 of the DGCL, (iii) resolved to recommend acceptance of the Offer, approval and adoption of Merger Agreement, as amended by this Fourth Amendment and approval of the Merger by the holders of Company Common Stock, and (iv) taken all action necessary in respect of the Rights Agreement, dated as of November 1, 1990, between the Company and the Continental Stock Transfer & Trust Company, as Rights Agent, as amended, (the "Company Rights Agreement"), so as to render the Company Rights Agreement inapplicable to any and all of the execution, delivery and performance of the Merger Agreement, as amended by this Fourth Amendment and the consummation of the Transactions (such necessary action to include, without limitation, taking action to provide that none of Parent and its counsel affiliates will become an "Acquiring Person" or an "Adverse Person" and that no "Stock Acquisition Date" or "Distribution Date" (as such terms are defined in the Company Rights Agreement) will occur as a reasonable opportunity result of such execution, delivery and performance or such consummation. (b) The Company hereby agrees to review and comment thereon, file with the SEC, as promptly as practicable on the date of SEC simultaneously with the filing by Parent and Merger Sub of the Offer DocumentsSchedule 14D-1, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting the recommendation containing such recommendations of the Company’s Board of Directors that holders of shares the Company in favor of Company Common Stock tender their shares into the Offer, Transactions and shall disseminate the Schedule 14D-9 as required by otherwise complying with Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that shall comply in all material respects with the Company’s Board of Directors has Exchange Act and any other applicable law and shall contain (ior shall be amended in a timely manner to contain) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, information which is advisable, fair required to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement be included therein in accordance with the Delaware General Corporation Law (“DGCL”) Exchange Act and (iii) recommended (the “rules and regulations thereunder and any other applicable law. The Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure each agree to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to promptly correct promptly any information provided by it them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to stockholders the holders of the CompanyCompany Common Stock, in each case, case as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responseslaw. (c) In connection with the Offerexecution of this Fourth Amendment, the Company will shall promptly furnish furnish, or cause its transfer agent to furnish, Merger Sub with mailing labels, security position listings, any listings and all available non-objecting beneficial owner lists and any available listing listings or computer list files containing the names and addresses of the record holders of the Company Common Stock as of the most recent latest practicable date and shall furnish furnish, or cause its transfer agent to furnish, Merger Sub with such additional available information and assistance (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyholders of Company Common Stock.

Company Actions. The Company hereby consents to the Offer and represents that (a) The Company shallits board of directors (at a meeting duly called and held) has by the requisite vote of such board of directors, 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 subject to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with continuing duty to the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation stockholders of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisabletaken together, are fair to to, and in the best interests of, the holders of the Company and its stockholdersCommon Stock, (ii) approved the Offer and the Merger subject to the terms and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) conditions set forth herein, and (iii) recommended (resolved to recommend that the “stockholders of the Company Offer Recommendation”) acceptance of accept the Offer and adoption tender their shares of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse Common Stock thereunder to Parent and Merger Sub or withdrawn after and approved and adopted the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable LawMerger and this Agreement; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of Deutsche Bank Securities, Inc. ("Deutsche Bank") has delivered to the Company, on 's board of directors its opinion that the one hand, and Parent and Merger Sub, on consideration to be received by the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and holders of Company Common Stock pursuant to the extent that it shall have become false or misleading in any material respect Offer and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and Merger is fair to the extent required by applicable federal securities Lawsholders of Company Common Stock from a financial point of view, subject to the assumptions and qualifications contained in such opinion. The Company shall provide 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 recommendations referred to Parent and its counsel copies in writing clause (a) of any comments and shall inform Parent the preceding sentence subject to the fiduciary duties of any oral comments that the board of directors of the Company as advised by counsel. Parent, Merger Sub and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any amendment or supplement thereto prior to its counsel may receive from filing with the SEC SEC. If at any time prior to the expiration or its staff with respect termination of the Offer any event occurs which is required by applicable law to be described in an amendment to the Schedule 14D-9 promptly after receipt 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 such comments1934, as amended (the "34 Act"), and the rules and regulations thereunder and any other applicable laws. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial 's stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that its Board of Directors at a meeting duly called and held on February 5, after affording Parent 2001, has by unanimous vote of the members thereof present and its counsel voting thereat: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions"), considered as a reasonable opportunity whole, are fair to, and in the best interest of, the Company and the holders of Company Common Stock, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the GBCC and the Company's Articles of Incorporation) and (iii) recommended that the holders of Company Common Stock accept the Offer and tender their Company Common Stock pursuant to review the Offer, and comment thereonapprove and adopt this Agreement and the Merger. (b) On the date of commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting containing the recommendation of the Company’s Board of Directors that holders of shares of the Company Common Stock tender their shares into the Offerdescribed in Section 1.02(a), and shall disseminate the Schedule 14D-9 as to the extent required by Rule 14d-9 promulgated under the Exchange ActAct and any other applicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company Compass and its stockholders, (ii) approved the Offer counsel shall be given reasonable opportunity to review and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in comment upon the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, its filing with the Company has provided written notice SEC or dissemination to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each stockholders of the Company. The Company, on the one hand, Compass and Parent and Merger Sub, on the other hand, agrees to Sub will promptly correct promptly any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect misleading, and the Company further agrees to will take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders holders of the Companyshares of Company Common Stock, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent Compass and its counsel copies in writing of with any written comments (and shall inform Parent of orally, any oral comments that comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and shall consult with Compass and its counsel shall be given a reasonable opportunity prior to review any responding to such written and oral comments and proposed responsescomments. (c) In connection with the OfferOffer and the Merger, the Company will shall cause its transfer agent to furnish Sub promptly furnish Merger Sub with an appropriate number of mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the most recent practicable date Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish Merger to Sub with such additional available information and assistance (including, but not limited to, including updated lists of holders of the Company Common Stock stockholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Compass may reasonably request in communicating the Offer to the Company’s record and beneficial 's stockholders. Except Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Compass and Sub shall hold in confidence the information contained in any such labels, listings and files and files, shall use such information only in connection with the Offer and the Merger or any other business combination with Company.in

Company Actions. (a) The On the date the Offer Documents are filed with the Commission, the Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, shall 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 Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (in accordance with the Exchange Act, which shall contain the unanimous recommendation of the Board of Directors of the Company that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer and that the stockholders of the Company approve and adopt this Agreement and the Merger. The Schedule 14D-9 together with the existing statement all exhibits thereto and any subsequent amendments or supplements thereto, thereto are hereinafter referred to collectively as the “Schedule 14D-9”) reflecting .” At the recommendation time the Offer Documents are first mailed to the stockholders of the Company’s Board of Directors that holders of shares of , the Company Common Stock tender their shares into shall mail, cause to be mailed or have previously provided to Parent to be mailed to 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 that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests stockholders of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) 14D-9. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Parent, Sub and their counsel shall be given the opportunity to review and suggest comments to the Schedule 14D-9 before it is filed with the Commission. In addition, the Company shall agrees to provide to Parent Parent, Sub and its their counsel copies in writing of with any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. comments or other communications and shall give Parent and its counsel shall be given a reasonable the opportunity to review and suggest comments to any such written and oral comments and proposed responsescommunications. (cb) In connection with the Offer, the Company will promptly furnish Merger or cause to be furnished to Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or a computer list file containing the names and addresses of the all record holders of the Company Common Stock Shares as of the most recent practicable date date, and shall furnish Merger Sub with such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersholders of Shares. Except for such steps as are necessary to disseminate the Offer Documents or as required by Law, Parent and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files and shall will use such information only in connection with the Offer and and, if this Agreement is terminated, will upon request of the Merger Company deliver or any other business combination with Companycause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. (a) The Company shall, after affording Parent hereby approves of and its counsel a reasonable opportunity consents to review the Offer and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by represents and warrants to Parent and Merger Sub Subsidiary that the Company Board, at a meeting duly called and held, has by the unanimous vote 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 all directors of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has : (i) determined by unanimous vote of all of its members that each of this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, are advisable and fair to and in the best interests of the Company and its stockholders, ; (ii) approved and declared advisable this Agreementand the transactions contemplated hereby, including the Offer and the Merger and this Agreement Merger, in accordance with the Delaware General Corporation Law (“DGCL”) and requirements of the MGCL; (iii) recommended (resolved to recommend that the “stockholders of the Company Offer Recommendation”) acceptance of accept the Offer and adoption tender their shares of this Agreement Company Common Stock to Merger Subsidiary pursuant to the Offer and (iv) to the extent required by the MGCL, approved and directed that the Merger be submitted for consideration at a meeting of the Company’s stockholdersstockholders as contemplated hereby (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 Offer and, if applicable, approve the Merger, being referred to collectively as the “Board Recommendation”). Except to the extent expressly permitted by Section 7.03: (A) the Company Board (as it may be constituted on the date hereof) shall unanimously make the Board Recommendation; provided, however, that such Company Offer (B) the Solicitation/Recommendation in the Statement on Schedule 14D-9 may be modified (together with any amendments or supplements thereto, the “Schedule 14D-9”) shall include the 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 a manner adverse to Parent and or Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counselSubsidiary, the Board of Directors determines that the failure Recommendation. Subject to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer RecommendationSection 7.03, the Company has provided written notice consents to Parent that it is prepared to make a Change the inclusion of the Board Recommendation in Company the Offer RecommendationDocuments. (b) Each of Contemporaneously with the Company, on the one hand, and filing by Parent and Merger SubSubsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and the information required by Section 2.02 and, subject only to Section 7.03, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is ten (10) Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; and (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with all Applicable Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other handApplicable Law: (A) each of Parent, agrees Merger Subsidiary and the Company shall use reasonable efforts to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall be or shall have become false or misleading in any material respect respect; and (B) the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to stockholders of the Companyand, in each case, as and to the extent required by applicable federal securities Laws. The Applicable Law, to be disseminated to holders of shares of Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such commentsCommon Stock. Parent and its counsel Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be given a reasonable opportunity to review required or reasonably requested in connection with any such written and oral comments and proposed responsesaction contemplated by this Section 2.02(b). (c) In connection with The Company shall promptly provide to Parent: (i) a list of the OfferCompany’s stockholders, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists owners, mailing labels and any available listing or computer list file containing the names and addresses of the all record holders of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date date; and shall furnish Merger Sub with (ii) such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, non-objecting beneficial owners, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and or the Merger or any other business combination with CompanyMerger.

Company Actions. (a) The Company shall, after affording Schedule 14D-9. On the date the Offer Documents are filed with the SEC or on such other date as Parent and its counsel a reasonable opportunity the Company may mutually agree, the Company shall file or cause to review and comment thereon, file be filed with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the SEC a Tender Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement all exhibits, amendments and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting that, subject to Section 5.4(d)(i) and Section 5.4(d)(ii), shall include the recommendation Company Board Recommendation and a notice of appraisal rights in compliance with Section 262 of the Company’s DGCL. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and to the inclusion of Directors that holders a copy of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as with the Offer Documents mailed or furnished to holders of Shares. Each of Parent and Purchaser shall promptly furnish to the Company in writing all information concerning Parent and Purchaser that may be required by Rule 14d-9 promulgated under the Exchange Actapplicable Law or reasonably requested in connection with any actions contemplated by this Section 1.2(a). The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair Except with respect to and any amendments filed in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance connection with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub an Acquisition Proposal or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Board Recommendation, the Company has provided written notice agrees to Parent that it is prepared provide Parent, Purchaser and their counsel reasonable opportunity to make a Change in review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company Offer Recommendation. (b) shall give reasonable and good faith consideration to any comments made by Parent, Purchaser and their counsel. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, Purchaser agrees to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect and the or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to stockholders of the Company’s stockholders, in each case, case as and to the extent required by applicable federal securities Laws; provided, however, that any such filing of the Schedule 14D-9 shall not, unless otherwise agreed by the Company and Parent, waive, extend or restart the notice period for purposes of Section 262(d)(2) of the DGCL. The Company shall provide to Parent and its counsel copies in writing Upon receipt of any comments and shall inform Parent of any written or oral comments that received by the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 14D-9, the Company agrees to (i) promptly after receipt provide Parent, Purchaser and their counsel with a copy of any such written comments (or a description of any such oral comments. Parent ); (ii) provide Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review comment on any proposed response thereto, and give reasonable and good faith consideration to any such written comments made by Parent, Purchaser or their counsel; (iii) provide Parent, Purchaser and oral comments and proposed responses. (c) In connection their counsel an opportunity to participate with the OfferCompany and its counsel in any material discussions or meetings with the SEC or its staff; and (iv) provide Parent, Purchaser and their counsel with copies of any written comments or responses submitted by the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyresponse thereto.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that the Company Board, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable based 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 unanimous recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the OfferSpecial Committee, 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 has (i) determined by unanimous vote of all of its members that each of the Agreement, the Offer and the Merger (as hereinafter defined) are advisable and fair to, and in the best interests of, the stockholders of the Company (other than Parent or Merger Sub), (ii) received the opinion of The Xxxxxxxx-Xxxxxxxx Company, LLC, financial advisor to the Company (the "FINANCIAL 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 or Merger Sub) from a financial point of view, (iii) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with (collectively, the Delaware General Corporation Law (“DGCL”"TRANSACTIONS") and (iiiiv) recommended (resolved to recommend that the “Company Offer Recommendation”) acceptance stockholders of the Offer Company (other than Parent or Merger Sub) accept the Offer, tender their Shares thereunder to Merger Sub and adoption of approve and adopt this Agreement and the Merger. The Company has been advised by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent each of its directors and Merger Sub or withdrawn after by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions that each such a modification person either intends to tender pursuant to the Offer all Shares owned by such person or withdrawal, a “Change vote all Shares owned by such person in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, favor of the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer RecommendationMerger. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing listings or computer list files containing the names and addresses of the record all holders of record of the Company Common Stock Shares as of the most a recent practicable date date, and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersholders of the Shares. Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents (as hereinafter defined) and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this AgreementMerger, Merger Sub and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files and shall all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver to the Company all copies, extracts or any other business combination with Companysummaries of such information in their possession or the possession of their agents.

Company Actions. (a) The Company shall, after affording Parent hereby approves and its counsel a reasonable opportunity consents 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 Offer, the Merger and shall disseminate the Schedule 14D-9 as required other transactions contemplated by Rule 14d-9 promulgated under this Agreement and the Exchange Act. The Schedule 14D-9 will set forth Contingent Cash Consideration Agreements and represents that the Company’s Board of Directors Directors, at a meeting duly called and held has unanimously (i) determined by unanimous vote of all of its members that each of the Offer, the Merger, this Agreement, the Contingent Cash Consideration Agreements and the transactions contemplated hereby, including each of the Offer hereby and the Merger, is thereby are advisable, fair to and in the best interests of the Company and its stockholders, ; (ii) adopted this Agreement and approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and transactions hereby; (iii) recommended (the “Company Offer Recommendation”) resolved to recommend acceptance of the Offer and adoption and, if required, approval of this Agreement the Merger by the Company’s its stockholders; providedand (iv) taken all other actions necessary to exempt the Offer, howeverthe Merger, that such Company Offer Recommendation in this Agreement, the Schedule 14D-9 may be modified in a manner adverse to Parent Contingent Cash Consideration Agreements and Merger Sub the transactions contemplated hereby and thereby from any “fair price”, “moratorium”, “control share acquisition”, “interested stockholder”, “business combination” or withdrawn after the date hereof other similar statute or regulation (such a modification or withdrawal, a “Change in Company Offer RecommendationTakeover Statute”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”) containing, subject to Section 6.5(b), the recommendation described in Section 1.2(a)(iii) and shall mail the Schedule 14D-9 to the stockholders of the Company as required by Rule 14d-9 under the Exchange Act. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to Sub shall promptly correct promptly any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case, case as soon as reasonably practicable and as and to the extent required by applicable federal Federal securities Lawslaws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent and its counsel copies in writing of a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and shall inform Parent their counsel. The Company hereby consents to the inclusion in the Offer Documents of any oral comments the recommendation of the Board of Directors of the Company contained in the Schedule 14D-9. In the event that the Company or its counsel may receive receives any comments from the SEC or its staff with respect to the Schedule 14D-9 14D-9, it shall use its reasonable best efforts to (i) respond promptly after receipt of to such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses(ii) take all other actions necessary to resolve the issues raised therein. (c) In connection with the OfferOffer and the Merger, the Company will promptly shall cause its transfer agent to furnish Parent and Merger Sub promptly (and no later than the date hereof) with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock as of the most recent latest practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Parent and Merger Sub with such additional available information and assistance (including, but not limited to, including periodically updated lists of holders of the Company Common Stock stockholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companyholders of Company Common Stock.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents and warrants that the Board, after affording Parent at a meeting duly called and its counsel a reasonable opportunity held, has (i) determined that the terms of the Offer and the Merger are advisable to review the stockholders of the Company, (ii) approved and comment thereonadopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) subject to Section 4.8 hereof, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Board to be modified in any manner adverse to Purchaser, Merger Sub or any of their respective Affiliates or to be withdrawn by the Board, except as specifically provided in Section 4.8 hereof. (b) As promptly as practicable following the filing of the Schedule TO pursuant to Section 1.1(f) hereof, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments 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 with respect to the Offer, and which shall disseminate contain the recommendation referred to in clause (iii) of Section 1.2(a) hereof, subject to Section 4.8. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Actapplicable federal securities laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent each of Purchaser and Merger Sub, on the other hand, agrees to will promptly correct promptly any information respectively provided by it them for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent Purchaser and its counsel copies in writing of shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Purchaser, Merger Sub and their counsel with any comments and shall inform Parent of any oral comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and its to consult with Purchaser, Merger Sub and their counsel shall be given a reasonable opportunity prior to review responding to any such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the The Company will shall promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the all record holders of the Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional available information (information, including, but not limited towithout limitation, updated lists listings and computer files of holders of the Company Common Stock and their addressesShares, mailing labels and lists of security positions and non-objecting beneficial owner lists) position listings, and such other assistance as Purchaser, Merger Sub or its their agents may reasonably request require in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate Offer, the Offer Documents and any other documents necessary and all related correspondence to consummate the Offer, the Merger record and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Companybeneficial holders of Shares.

Company Actions. (a) The Company shallhereby approves and consents to the Offer. The Company Board, after affording Parent at a meeting duly called and held, has unanimously by a vote of all the directors, (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, are fair, advisable and in the best interests of the Company and its counsel a reasonable opportunity to review shareholders, (ii) approved and comment thereonadopted this Agreement and the transactions contemplated by this Agreement, file including the Offer and the Merger, in accordance with the SECrequirements of the FBCA, as promptly as practicable on (iii) resolved to recommend that the date shareholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Laws, approve this Agreement and the Merger (such unanimous recommendation, the “Company Board Recommendation”), and (iv) taken all other actions necessary to exempt the Offer, the Support Agreements and, to the extent required, this Agreement and the transactions contemplated hereby, from any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination,” “affiliated transaction” or other similar Legal Requirement, including Sections 607.0901 and 607.0902 of the FBCA. Subject to Section 5.3, the Company consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Sub of the Schedule TO, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents, an amendment to its Purchase and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting that shall reflect the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, terms 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 has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption conditions of this Agreement and the information required by Section 1.3(c) and, subject only to Section 5.3, shall include the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Board Recommendation. Each of Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure shall promptly furnish to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and all information concerning Parent and Merger SubSub that may be required or reasonably requested by the Company in connection with any action contemplated by this Section 1.2(b). The Company shall cause the Schedule 14D-9 and the filings and dissemination thereof to comply in all material respects with the Exchange Act and with all applicable Legal Requirements. To the extent required by the applicable requirements of the Exchange Act or by other Legal Requirements: (i) each of Parent, on Merger Sub and the other hand, agrees Company shall use commercially reasonable efforts to promptly correct promptly any information provided by it or on its behalf for use in the Schedule 14D-9 if and to the extent that it such information shall be or shall have become false or misleading in any material respect respect, and (ii) the Company further agrees to shall take all steps reasonably necessary to cause the Schedule 14D-9 14D-9, as so corrected supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to stockholders of the Companyand, in each case, as and to the extent required by applicable federal securities LawsLegal Requirements, to be disseminated to holders of shares of Company Common Stock. Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments or supplements thereto) prior to the filing thereof with the SEC. The Company shall promptly provide to Parent and its legal counsel copies in writing with a copy of any written comments and shall inform Parent a description of any oral comments that received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 14D-9, and the Company shall respond promptly after receipt of to such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (c) In connection with The Company shall promptly provide to Parent: (i) a list of the OfferCompany’s shareholders, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists owners, mailing labels and any available listing or computer list file containing the names and addresses of the all record holders of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date date, and shall furnish Merger Sub with (ii) such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesshareholders, non-objecting beneficial owners, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and or the Merger or any other business combination with CompanyMerger.

Company Actions. (a) The Company hereby approves of and consents to the Offer, and represents and warrants that the Company Board, at a meeting duly called and held, at which all directors of the Company were present, by a unanimous vote of those voting, has (i) determined that this Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to, and in the best interests of, the stockholders of the Company; (ii) approved and adopted this Agreement and the Transactions, including the Offer and the Merger; (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their shares of Company Common Stock into the Offer, and approve and adopt this Agreement to the extent required by applicable Law (the “Company Recommendation”); (iv) to the extent applicable, directed that this Agreement and the Merger be submitted to the stockholders of the Company for consideration in accordance with this Agreement; and (v) taken all actions required to be taken in order to exempt this Agreement and the Transactions from the requirements of any Takeover Laws, which resolutions have not been amended, rescinded, modified or withdrawn in any way. The Company consents to the inclusion in the Offer Documents of the Company Recommendation contained in the Schedule 14D-9. The Company has been advised that all of the Company’s directors and executive officers intend to tender all shares of Company Common Stock beneficially owned by them to MergerSub pursuant to the Offer. (b) As soon as reasonably practicable on the date the Offer Documents are filed with the SEC, the Company shall, after affording Parent and its counsel in a reasonable opportunity to review and comment thereonmanner that complies with Rule 14d-9 under the Exchange Act, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the SEC a Tender Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments, supplements and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”) reflecting which shall, subject to the recommendation provisions of Section 5.03(e), contain the Company’s Board Company Recommendation and shall include the Fairness Opinion and the information with respect to such opinion required to be disclosed by Item 1015(b) of Directors that Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company agrees to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Actapplicable U.S. federal securities Laws. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger SubMergerSub, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the or as otherwise required by applicable 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 stockholders holders of the Company, in each case, shares of Company Common Stock as and to the extent required by applicable U.S. federal securities Laws. The Company shall provide to Parent and its MergerSub shall promptly furnish to the Company all information concerning Parent and MergerSub that is required or reasonably requested by the Company in connection with the obligations relating to the Schedule 14D-9 contained in this Section 1.02(b). Parent, MergerSub and their counsel copies shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to: (i) provide Parent, MergerSub and their counsel in writing of with any comments and shall inform Parent of any oral comments or communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments. comments or communications, (ii) cooperate with Parent and its counsel shall be given a in responding to such comments or communications, and (iii) use its reasonable opportunity best efforts to review any respond promptly to such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the Company will shall promptly furnish Merger Sub with (or cause its transfer agent to furnish) to MergerSub mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing labels or computer list electronic files containing the names and addresses of all record holders of shares of Company Common Stock and security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings or computer files containing the names, addresses and security position listings of the record holders and beneficial owners of the shares of Company Common Stock as of the most a recent practicable date and date. The Company shall promptly furnish Merger Sub MergerSub with such additional available information and such other assistance in disseminating the Offer Documents to holders of the shares of Company Common Stock (including, but not limited to, updated including lists of holders of the shares of Company Common Stock Stock, updated periodically, and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub MergerSub or its agents may reasonably request in communicating request. The Company, Parent and MergerSub agree to disseminate the Offer Documents and the Schedule 14D-9 to the Company’s record holders of shares of Company Common Stock together in the same mailing or other form of distribution. Subject to the requirements of applicable Law, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, Merger Sub Parent and MergerSub and their respective Representatives shall hold in confidence use the information contained in any such labels, listings and files and shall use such information provided pursuant to this Section 1.02(c) only in connection with the Offer and the Merger Merger, shall keep confidential and not disclose such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement shall be terminated, will deliver to the Company or any other business combination destroy all copies of such information then in their possession or under their control in accordance with the Confidentiality Agreement upon the request of the Company.

Company Actions. The Company hereby consents to the Offer and the Merger and represents and warrants that: (a) The Company's Board of Directors (at a meeting duly called and held) by unanimous vote has (i) determined that each of the Offer and the Merger is fair to, and in the best interest of, the holders of Shares, (ii) declared that the Offer and the Merger are advisable, (iii) approved the Offer, the Merger, the Shareholders Agreement and this Agreement in accordance with the provisions of the Delaware General Corporation Law (the "DGCL"), (iv) recommended acceptance of the Offer and tender of their Shares in accordance with the Offer, and (if required by applicable Law) adoption of this Agreement by the stockholders of the Company, and (v) taken all other action necessary to render (and has refrained from taking any action which would not render) inapplicable to the Offer, the Merger, the Shareholders Agreement and this Agreement and to the transactions contemplated hereby and thereby, Section 203 of the DGCL and other state takeover statutes. (b) The Financial Advisor has delivered to the Board of Directors of the Company shallits opinion that the consideration to be received by the holders of Shares, after affording Parent other than Buyer and its counsel any direct or indirect Subsidiary of Buyer (including Acquisition), pursuant to the Offer and the Merger is fair to such holders of Shares from a reasonable opportunity financial point of view, subject to review the assumptions and comment thereonqualifications contained in such opinion, and a complete and correct executed copy of such opinion has been, or promptly upon receipt thereof shall be, delivered to Buyer. (c) The Company shall file with the SECCommission, as promptly soon as practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”"), containing the recommendations referred to in clause (a)(iv) reflecting the recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offerthis Section 2.2, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. Buyer and Acquisition and their counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the Commission. The Schedule 14D-9 will set forth that shall comply in all material respects with the Company’s Board provisions of Directors has (i) determined by unanimous vote applicable federal securities laws on the date filed with the Commission and on the date first published, sent or given to the holders of all Shares shall not contain any untrue statement of its members that each a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the transactions contemplated herebycircumstances under which they are made, including each of the Offer and the Merger, except that no representation or warranty is advisable, fair to and in the best interests of made by the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement with respect to information supplied by Buyer or Acquisition in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation writing for inclusion in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the 14D-9. The Company, on the one hand, and Parent each of Buyer and Merger SubAcquisition, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it the Schedule 14D-9 shall be, or shall have become become, false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC Commission and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall agrees to provide to Parent Buyer and its counsel copies in writing of any comments and shall inform Parent of with information with respect to any oral comments that and with copies of any written comments the Company or its counsel may receive from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments and shall provide Buyer and its counsel shall be given a reasonable an opportunity to review participate in the response of the Company to such comments, including by participating with the Company and its counsel in any such written and oral comments and proposed responsesdiscussions with the Commission or its staff. (cd) In connection with the Offer, the Company will shall promptly furnish Merger Sub Acquisition with mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list containing containing, as of the most recent practicable date, the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date Shares and shall furnish Merger Sub Acquisition with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub Acquisition or its agents may reasonably request in communicating the Offer to the Company’s record holders of Shares. Subject to the requirements of applicable law, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferMerger, the Merger and the other transactions contemplated by this Agreement, Merger Sub Acquisition shall hold in confidence the information contained in any such labels, listings and files and files, shall 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 its possession. (e) The Company represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer all Shares owned of record and beneficially by him or any other business combination with Companyher except to the extent such tender would violate applicable securities laws.

Company Actions. (a) The Company shallhereby consents to the Offer and represents that the Company Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Transactions are in the best interests of the Company’s shareholders, (ii) approved and declared advisable this Agreement and the Transactions in accordance with the requirements of the Texas Act, and (iii) resolved, subject to Sections 1.2 and 6.4, to recommend that shareholders of the Company accept the Offer and tender their shares of Common Stock pursuant to the Offer and, if necessary, under applicable Laws, adopt this Agreement (such recommendation set forth in this clause (iii) the “Company Board Recommendation”). Subject to Sections 1.2(b) and 1.2(c), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) Except as otherwise set forth in Sections 1.2(c) and 6.4, neither the Company Board nor any committee thereof shall (i)(A) withdraw (or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify in a manner adverse to Parent or Merger Sub), the Company Board Recommendation or (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Takeover Proposal or (ii) approve, recommend or declare advisable, or propose or resolve to approve, recommend or declare advisable, or allow the Company or any of its Subsidiaries to execute or enter into any Contract constituting or related to, or that is intended to or would be reasonably likely to lead to, any Takeover Transaction (other than a confidentiality agreement permitted by Section 6.4), or requiring the Company to abandon or terminate the Transactions (any action described in clause (i) or (ii) being referred to as an “Adverse Change Recommendation”). (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Merger Sub accepting, for the first time, for payment the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”), the Company Board may make an Adverse Change Recommendation (in connection with a Takeover Proposal or otherwise) if and only if: (i) the Company shall not have breached Section 6.4 in connection with such Adverse Change Recommendation; (ii) the Company Board determines in good faith, after affording consultation with the Company’s outside legal counsel, that the failure to make the Adverse Change Recommendation would be inconsistent with the fiduciary duties of the Company Board under applicable Laws; (iii) Parent shall have received from the Company prior written notice of the Company’s intention to make an Adverse Change Recommendation at least five (5) Business Days prior to making any Adverse Change Recommendation (a “Change of Recommendation Notice”); (iv) if the Adverse Change Recommendation is made in connection with a Takeover Proposal and the Company Board shall have determined, in good faith and after consultation with its financial advisor, that such Takeover Proposal constitutes a Superior Proposal, then the Company shall have complied with clauses (A) through (C) as follows: (A) the Company shall have provided to Parent the material terms and conditions of such Takeover Proposal and such other facts included in such Takeover Proposal as would be material to an evaluation of such Takeover Proposal, (B) the Company shall have given Parent five (5) Business Days after Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, so that the Takeover Proposal would no longer constitute a Superior Proposal and (C) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its counsel outside legal counsel, the Company Board shall have determined, in good faith, that such Takeover Proposal remains a reasonable opportunity Superior Proposal and that the failure to review and comment thereon, file make the Adverse Change Recommendation would be inconsistent with the SECfiduciary duties of the Company Board under applicable Laws. Issuance of any “stop, as look and listen” communication by or on behalf of the Company which does no more than comply with the requirements of Rule 14d-9(f) and any other action (unless the substance thereof makes such action an Adverse Change Recommendation) taken by the Company in compliance with Rules 14a-9, 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act shall not in and of itself be considered an Adverse Change Recommendation that requires the giving of a Change of Recommendation Notice or compliance with the procedures set forth in this Section 1.2(c). Neither the Company nor the Company Board shall be permitted to recommend that the Company shareholders tender any securities in connection with any tender or exchange offer or otherwise approve, endorse or recommend any Takeover Proposal, unless in each case, in connection therewith, the Company Board effects an Adverse Change Recommendation in accordance with the terms of this Agreement. In the event of a material amendment to a Takeover Proposal that has already been subject to the procedures of Section 1.2(c)(iv), such Takeover Proposal shall again be subject to such procedures, provided that the period of negotiation given to Parent shall be three (3) Business Days after Parent’s receipt of written notice from the Company, provided that in no event shall the aggregate period of negotiation for any Takeover Proposal (including any amendments thereto) exceed fifteen (15) Business Days. After such period ends, Parent will have 24 hours to discuss the revised Takeover Proposal with the Company before the Company Board may make an Adverse Change Recommendation. (d) As promptly as practicable on the date of day that the Offer is commenced, following the filing by Parent and Merger Sub of the Offer Documents, an amendment the Company shall use its reasonable best efforts to its file with the SEC and disseminate to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent exhibits, amendments or supplements thereto, the “Schedule 14D-9”) reflecting that, subject to Sections 1.2 and 6.4, shall reflect the recommendation of the Company’s Company Board of Directors Recommendation. The Company agrees that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate it will cause the Schedule 14D-9 as required by Rule 14d-9 promulgated under to comply in all material respects with the Exchange ActAct and other applicable Laws. The Schedule 14D-9 will set forth that Each of Parent, Merger Sub and the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each Company agrees to respond promptly to any comments of the transactions contemplated hereby, including each of the Offer SEC or its staff and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Company further agrees to take use all steps necessary reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed with the SEC and to promptly be disseminated to stockholders holders of the Companyshares of Common Stock, in each case, case as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC (other than any amendment effecting an Adverse Change Recommendation in writing accordance with this Agreement). The Company agrees to provide Parent and its counsel with a written copy of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such commentscomments and any written responses thereto, and to promptly inform them of any oral comments or other communications. Parent and its counsel shall be given a reasonable opportunity to review and comment upon any such written responses and to participate in any oral comments responses and proposed responsesthe Company shall give due consideration to all reasonable additions, deletions or changes, as applicable, suggested thereto by Parent and its counsel. (ce) In connection with the Offer, the Company will shall cause its transfer agent to promptly furnish Merger Sub Parent with a list of the Company’s record shareholders, mailing labels, security position listingslabels and any available listing or computer file containing the names and addresses of all record holders of shares of Common Stock, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses listings of the securities positions of record holders of the Company shares of Common Stock held in stock depositories, in each case, to the Company’s knowledge, true and correct as of the most recent practicable date date, and shall furnish Merger Sub with provide to Parent such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesshareholders, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in connection with communicating the Offer to the Company’s record and beneficial stockholdersholders of shares of Common Stock. Except for such steps as are necessary to disseminate the Offer Documents Parent and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any other business combination extracts or summaries from such information then in their possession or control or under the control of any of their representatives or agents in accordance with Companythe terms of the Confidentiality Agreement.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and 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 each of the Offer, the Merger and the transactions contemplated thereby is fair to and in the best interests of the Company's shareholders (other than Parent and Purchaser); (ii) approved this Agreement and the transactions contemplated hereby (including without limitation (x) the acquisition of the Company by Parent 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, the transactions contemplated by the POL Agreement and/or any other transactions conducted to effectuate the acquisition of the Company by Parent or its affiliates in accordance with this Agreement ("Other Transactions") and (y) any other transactions contemplated hereby and by the foregoing clause (x)); (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Purchaser and approve and adopt this Agreement and 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 affording Parent consultation with independent legal counsel to the Company, the failure to take such action would be inconsistent with their fiduciary duties under applicable law, and its counsel any such withdrawal, modification or amendment of the recommendation will not be deemed a reasonable opportunity breach of this Agreement; (iv) adopted resolutions approving all of the actions and transactions referenced herein, with the consequences that the requirements for "business combinations" set forth in Subchapter 25F of the PBCL will not be applicable to review the Merger; and comment thereon(v) adopted a resolution affirming that the transactions contemplated by the POL Agreement are exempt from the "business combination" provisions of Subchapter 25F of the PBCL. (b) Concurrently with the commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all amendments and any subsequent amendments or supplements thereto, and including the “exhibits thereto, the "Schedule 14D-9”") reflecting which shall, subject to the recommendation fiduciary duties of the Company’s 's Board of Directors that holders under applicable law and the provisions of shares of Company Common Stock tender their shares into this Agreement, contain the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Actstatements referred to in Section 1.2(a) hereof. The Schedule 14D-9 will set forth that comply in all material respects with the provisions of applicable Federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s Board 's shareholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including each of the Offer and the Mergernot misleading, except that no representation is advisable, fair to and in the best interests of made by the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement respect to information supplied by the Company’s stockholders; provided, however, that such Company Offer Recommendation Parent or Purchaser for inclusion in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in 14D-9. The Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure further agrees to take such action is inconsistent all steps necessary to cause the Schedule 14D-9 to be filed with its fiduciary duties under the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Federal securities laws. Each of the Company, on the one hand, and Parent and Merger SubPurchaser, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company shall provide to Parent and its counsel copies shall be given the opportunity to review the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company and its counsel will provide Parent and its counsel shall be given with a reasonable opportunity to review participate in all communications with the SEC and its staff, including any such written meetings and oral comments and proposed responsestelephone conferences relating to the Schedule 14D-9, the Merger, this Agreement or the transactions contemplated hereby. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with or cause to be furnished to Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Shares as of a recent date and those of persons becoming record holders after such date, together with copies of all other information in the Company's control regarding the beneficial owners of shares of Company Common Stock as of the most recent practicable date that Parent may reasonably request, and shall furnish Merger Sub Purchaser with such additional available other information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate shareholders of the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shall, after affording hereby consents to the Offer and represents and warrants to Parent and its counsel Acquisition Sub that the Company’s board of directors, at a reasonable opportunity meeting duly called and held on December 7, 2009, has by the unanimous vote of all directors of the Company (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger, are fair to review and comment thereonin the best interests of the Company’s stockholders, file (ii) adopted and approved this Agreement and approved the Offer, the Merger and the other Contemplated Transactions, in accordance with the SECrequirements of the Delaware General Corporation Law (the “DGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (to the extent necessary) adopt this Agreement, and (v) to the extent necessary, adopted a resolution having the effect of causing the 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 Stockholder Agreements, the Offer, the Merger or any of the other Contemplated Transactions. (b) Contemporaneously with the filing of the Schedule TO or as promptly as practicable thereafter on the date of Offer Commencement Date, the filing by Parent Company shall file with the SEC and Merger Sub (following or contemporaneously with the dissemination of the Offer Documents, an amendment Documents and related documents) disseminate to its holders of shares of Company Common Stock a 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 Offerthat, and subject to Section 5.3, 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 has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of reflect the Company and its stockholders, (ii) approved Board Recommendation. Without limiting the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counselforegoing, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for parties hereto shall use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary commercially reasonable efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of concurrently with and in the Company, in each case, same mailing envelope as and to the extent required by applicable federal securities LawsOffer Documents. The Company shall provide cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with applicable Legal Requirements (including the Exchange Act and the rules and regulations thereunder). Parent and its legal counsel copies shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and the Company shall include all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company determines, in writing its good faith discretion, to be appropriate. The Company shall promptly provide Parent and its legal counsel with a copy of any written comments and shall inform Parent a description of any oral comments that received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and shall use commercially reasonable efforts to respond promptly after receipt of to any such comments. Parent To the extent required by applicable Legal Requirements (including the Exchange Act and its counsel the rules and regulations thereunder), (i) each of Parent, Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that it becomes aware that such information shall be given a reasonable opportunity or shall have become false or misleading in any material respect, and (ii) the Company shall take all steps necessary to review any cause the Schedule 14D-9, as supplemented or amended to correct such written and oral comments and proposed responsesinformation, to be filed with the SEC and, if required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. (c) In connection with The Company shall promptly provide to Parent (i) a list of the Offer, the Company will promptly furnish Merger Sub with Company’s stockholders as well as mailing labels, security position listings, any available non-objecting beneficial owner lists labels and any available listing or computer list file containing the names and addresses of the all record holders of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date date, and shall furnish Merger Sub with (ii) such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating connection with the Offer to or the Company’s record and beneficial stockholdersMerger. Except for such steps as are may be required by applicable Legal Requirements, and except as may be necessary to disseminate the Offer Documents Documents, Parent and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Acquisition Sub shall hold in confidence confidence, in accordance with the terms of the Confidentiality Agreement and this Agreement, any information contained in any such labels, listings and files and shall use such information only in connection with provided by the Offer and the Merger or any other business combination with CompanyCompany to Parent.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file On the date the Offer Documents are filed with the SEC, as promptly as practicable on the date of Company will file with the filing by Parent and Merger Sub of the Offer Documents, an amendment to its SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement all amendments, supplements and any subsequent amendments or supplements exhibits thereto, the “Schedule 14D-9”) reflecting that will, subject to the recommendation terms hereof, including the provisions of Section 6.2, contain the Company Recommendation and will reflect that the Merger will be consummated as soon as practicable following the completion of the Company’s Board Offer pursuant to Section 251(h) of Directors that holders the DGCL (which, subject to the satisfaction or permitted waiver of shares each of Company Common Stock tender their shares into the conditions in Section 7.1, will be immediately following the acceptance for payment of Shares pursuant to the Offer, and shall disseminate ). The Company will take all steps necessary to cause the Schedule 14D-9 to be prepared and filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure will promptly furnish to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice all information concerning Parent and Merger Sub required by the Exchange Act to Parent that it is prepared to make a Change be set forth in Company Offer Recommendation. (b) Each of the Schedule 14D-9. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to will correct promptly any material information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become such information becomes false or misleading in any material respect and the or as otherwise required by applicable Law. The Company further agrees to will take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected (if applicable), to be filed with the SEC and to be disseminated to stockholders of the CompanyStockholders, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company shall provide to will promptly notify Parent and its counsel copies in writing Merger Sub upon the receipt of any comments and shall inform Parent of from the SEC, or any oral comments that the Company or its counsel may receive request from the SEC for amendments or supplements, to the Schedule 14D-9, and will promptly provide Parent and Merger Sub copies of all correspondence between the Company and its staff Representatives, on the one hand, and the SEC, on the other hand. Except in connection with a disclosure regarding a Change of Recommendation or an Acquisition Proposal received by the Company, prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent 14D-9, the Company will provide Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company will give reasonable consideration to any such written and oral comments and proposed responsescomments. Subject to the terms hereof, including the provisions of Section 6.2, the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation contained in the Schedule 14D-9. (cb) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Parent and Merger Sub with or their agents mailing labels, security position listings, any available non-objecting beneficial owner lists and any other available listing listings or computer list files containing the names and addresses of the record holders or beneficial owners of the Company Common Stock Shares as of the most a recent practicable date date, and shall will promptly furnish Parent and Merger Sub with such additional available information and assistance (including, but not limited to, including updated lists of record holders or beneficial owners of Shares, from time to time upon Parent’s, Merger Sub’s or either of their respective agents’ request, and the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting of such record holders or beneficial owner listsowners) and such other assistance as Parent, Merger Sub or its their agents may reasonably request in for the purpose of communicating the Offer and the Offer Documents to the Company’s record holders and beneficial stockholdersowners of Shares. Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby, Parent and Merger Sub shall will hold in confidence the information contained in any such labels, listings and files in accordance with the Confidentiality Agreement and shall will use such information only in connection with the Offer and the Merger and, if this Agreement will be terminated, will promptly deliver (and will cause their agents and Representatives to deliver) to the Company or will destroy all copies and any other business combination extract or summaries of such information then in their possession or control. Each of Parent and Merger Sub hereby joins and agrees to be bound as the “Receiving Party” under the Confidentiality Agreement as fully as if originally party thereto. In addition, in connection with Companythe Offer, the Company will cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Benefit Plan, and to permit such holders of Shares to tender such Shares in the Offer, to the extent permitted by applicable Law and the applicable Company Benefit Plan.

Company Actions. (a) The Company shallhereby represents and warrants that the Company Board, after affording at a meeting duly called and held (i) determined that this Agreement and the transactions contemplated herein are fair to, advisable and in the best interests of, the Company and the Company Stockholders (other than Mr. Lap Xxxx Xxx, KDS USA, Parent and its counsel a reasonable opportunity their respective Affiliates); (ii) resolved subject to Section 6.4, hereof, to recommend that the Company Stockholders accept the ----------- Offer, tender their Shares pursuant to the Offer and approve the Merger; (iii) approved and adopted this Agreement and the Buyer Option Agreement and the transactions contemplated hereby such approval constituting approval of the foregoing for purposes of Section 203 of the DGCL and (iv) approve the Stock Purchase Agreement, the transactions contemplated by the Stock Purchase Agreements and the execution of the Stock Purchase Agreements solely for the purposes of Section 203 of the DGCL. The Company hereby consents to the inclusion in the Offer Documents of the recommendations and approval of the Company Board described in this Section 2.2(a) (subject to -------------- the right of the Company Board to modify or withdraw such recommendations in accordance with Section 6.4). ----------- (b) The Company also represents and warrants that the Company Board has received the written opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") referred to in Section 5.19. The Company further represents and warrants that it has been authorized by the Financial Advisor to permit, subject to prior review and comment thereonconsent by the Financial Advisor (such consent not to be unreasonably withheld), and the Company hereby consents to, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. (c) The Company shall file with the SECSEC concurrently with the commencement of the Offer, or as promptly thereafter as practicable on the date of the filing by Parent and Merger Sub of the Offer Documentspracticable, an amendment to its a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement all schedules, amendments and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting containing the recommendation recommendations of the Company’s Company Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each in favor of the Offer and the Merger, is advisable, fair Merger (subject to and in the best interests right of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement Board to modify or withdraw such recommendation in accordance with the Delaware General Corporation Law (“DGCL”Section 6.4) and the opinion of the Financial ----------- Advisor referred to in Section 5.19 (iii) recommended (subject to the “their approval as described ------------ in Section 2.2(b)). 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. The Company Offer Recommendation”) acceptance shall cause the Schedule 14D-9 to be mailed to the Company Stockholders promptly after commencement of the Offer and adoption at the same time the Offer Documents are first mailed to the Company Stockholders. On the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, the Schedule 14D-9 shall not contain any untrue statement of this Agreement 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’s stockholders; provided, however, that such Company Offer Recommendation with respect to information supplied by Parent or Buyer specifically for inclusion or incorporation by reference in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) 14D-9. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, Buyer agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect 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 corrected amended or supplemented to be filed with the SEC and to be disseminated to stockholders of the CompanyCompany Stockholders, in each case, case as and to the extent required by applicable federal securities LawsLaw. Parent, Buyer and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable to counsel for the Company) prior to its filing with the SEC or dissemination to Company Stockholders. The Company shall agrees to provide to Parent Parent, Buyer and its their counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (cd) In connection with the OfferOffer and the Merger, the Company will shall promptly furnish Merger Sub or cause its transfer agent to promptly furnish Buyer with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock Shares as of the most recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish Merger Sub with to Parent such additional available information and assistance (includingincluding updated mailing labels, but not limited to, updated lists of holders of the Company Common Stock stockholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer and the Merger to the Company’s record Company Stockholders. Subject to the requirements of applicable Law, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferMerger, the Merger Parent, Buyer and the other transactions contemplated by this Agreement, Merger Sub their agents shall hold in confidence the information contained in any such labels, listings and files pursuant to the Confidentiality Agreement dated November 12, 2001 by and shall among Parent, the Company and Mr. Lap Xxxx Xxx (the "Confidentiality Agreement"), and will use such information only in connection with the Offer and the Merger Merger. In connection with the Offer, the Company will furnish Parent with such information (which will be treaded as confidential and held in confidence by Parent) and assistance as Parent or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of the Offer and communicating the Offer to the record and beneficial holders of shares of Common Stock. If this Agreement is terminated, Parent and Buyer will upon the written request of the Company, promptly deliver or cause to be delivered to the Company all copies of any other business combination with Companysuch information provided under this paragraph then in its possession or in the possession of its agents or representatives.

Company Actions. (a) The Subject to Section 5.3, the Company shall, after affording hereby approves of and consents to the Offer and represents and warrants to Parent and its counsel Acquisition Sub that the Company’s board of directors, at a reasonable opportunity meeting duly called and held (the “Company Board Meeting”), has unanimously: (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger, taken together, are fair to review and comment thereonin the best interests of the 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 Contemplated Transactions, file including the Offer and the Merger, in accordance with the SECrequirements of the DGCL and resolved that the Merger is governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time; (iv) declared the advisability of this Agreement; (v) resolved to recommend 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 be submitted to the stockholders of the Company, as promptly as practicable on after the date Acceptance Time, if required to consummate the Merger under the DGCL. Subject only to Section 5.3, the Company consents to the inclusion of the Company Board Recommendation in the Offer Documents and the inclusion of the foregoing determinations in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Acquisition Sub of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer Documents, an amendment ) disseminate to its holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting that shall reflect the recommendation terms and conditions of this Agreement and the information required by Section 1.3(b), shall reflect that the Merger is governed by Section 251(h) of the DGCL and shall be consummated as soon as practicable following the completion of the Offer (which, subject to Section 7, shall be immediately following the Acceptance Time), and, subject only to Section 5.3, shall reflect the Company Board Recommendation and the same determinations and approvals of the Company’s Board board of Directors that holders directors as set forth in the Offer Documents in accordance with Section 1.2(a). The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of shares Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company Common Stock tender their shares into shall use commercially reasonable efforts to cause the OfferSchedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall give due consideration to any such reasonable comments. The Company shall promptly notify Parent and its legal counsel upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, 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 has (i) determined by unanimous vote promptly provide Parent and its legal counsel with copies of all of its members that each of the transactions contemplated hereby, including each of the Offer written correspondence between them and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Companytheir Representatives, on the one hand, and Parent and Merger Subthe SEC, on the other hand, agrees or, if not in writing, a description of such communication. The Company shall give Parent and its counsel a reasonable opportunity to participate in preparing the proposed response of the Company to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company shall give due consideration to any such reasonable comments. Each of Parent, Acquisition Sub and the Company: (1) shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9; and (2) to the extent required by the applicable requirements of the Exchange Act or by other applicable Legal Requirements, shall use commercially reasonable efforts to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall be or shall have become false or misleading in any material respect and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to stockholders of the Companyand, in each case, as and to the extent required by applicable federal securities Laws. The Legal Requirements, to be disseminated to holders of shares of Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such commentsCommon Stock. Parent and its counsel Acquisition Sub shall promptly furnish to the Company all information concerning Parent, Acquisition Sub and the Offer that may be given a reasonable opportunity to review required or reasonably requested in connection with any such written and oral comments and proposed responsesaction contemplated by this Section 1.2(b). (c) In connection with The Company shall promptly provide to Parent and Acquisition Sub: (i) a list of the OfferCompany’s stockholders, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists owners, mailing labels and any available listing or computer list file containing the names and addresses of the all record holders of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true, correct and complete as of the most recent practicable date date; and shall furnish Merger Sub with (ii) such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, non-objecting beneficial owners, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating connection with the Offer or the Merger. Subject to the Company’s record applicable Legal Requirements, and beneficial stockholders. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferContemplated Transactions, the Merger Parent and the other transactions contemplated by this Agreement, Merger Acquisition Sub shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, listings and lists, listings, files and other information, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request of the Company, deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company or destroy any other business combination and all copies and any extracts or summaries of such information then in their possession or control. In addition, in connection with Companythe Offer, the Company shall cooperate and shall use commercially reasonable efforts to cause applicable third parties to cooperate with Parent and Acquisition Sub to disseminate the Offer Documents to holders of Company Common Stock held in or subject to any Company Plan or Company Employee Plan.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer, after affording Parent the Merger and the other transactions contemplated by this Agreement and each of the Offer Documents. The Company has been advised that all of its counsel a reasonable opportunity directors and named executive officers (as that term is defined in Item 402 of Regulation S-K of the Securities Act of 1933 (the “Securities Act”)) who own shares of Company Common Stock (giving effect to review and comment thereonany conversion or exercise of other Company securities into shares of Company Common Stock) intend to tender their shares of Company Common Stock pursuant to the Offer. The Company agrees that no shares of Company Common Stock held by the Company (other than any such shares held on behalf of third parties, file if any) will be tendered pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, as promptly as practicable on the date of Company shall file with the filing by Parent and Merger Sub of the Offer Documents, an amendment to its SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with the existing statement all amendments, supplements and any subsequent amendments or supplements exhibits thereto, the “"Schedule 14D-9”") reflecting that shall, subject to the provisions of Section 6.04, contain the recommendation of described in Section 4.03(d), including the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into Recommendation (subject to the Offer, Board Recommendation not having been withdrawn or modified in accordance with this Agreement) and shall (i) 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 to holders of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer shares and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved set the Offer and Stockholder List Date as the Merger and this Agreement in accordance with record date for purposes of receiving the Delaware General Corporation Law (“notice required by Section 262(d)(2) of the DGCL”) , and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that include such Company Offer Recommendation notice in the such Schedule 14D-9 may be modified in a manner adverse to 14D-9. Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure shall promptly furnish to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice all information concerning Parent and Merger Sub required by the Exchange Act to Parent that it is prepared to make a Change be set forth in Company Offer Recommendation. (b) Each of the Schedule 14D-9. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees agree to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect and the or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected (if applicable), to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case, case as and to the extent required by applicable federal securities Lawsthe Exchange Act. The Company shall provide to promptly notify Parent and its counsel copies in writing Merger Sub upon the receipt of any comments and shall inform Parent of from the SEC, or any oral comments that the Company or its counsel may receive request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent and Merger Sub with copies of all correspondence between it and its staff representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent 14D-9, the Company shall provide Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company shall give reasonable consideration to any such written and oral comments and proposed responsescomments. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation contained in the Schedule 14D-9. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished to Parent and Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of shares as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of security position listings and any other available listings or computer files containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock as of the most recent practicable date date, and shall 26995100v.1 promptly furnish Parent and Merger Sub with such additional available information and assistance (including, but not limited toincluding lists of record holders or beneficial owners of the shares of Company Common Stock, updated lists from time to time upon Parent's, Merger Sub's or either of holders of their respective agent's request, and the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting of such record holders or beneficial owner listsowners) and such other assistance as Parent, Merger Sub or its agents agent may reasonably request in for the purpose of communicating the Offer to the Company’s record holders and beneficial stockholdersowners of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreementhereby, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver (and shall use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Company (or destroy) all copies and any other business combination with Companyextracts or summaries of such information then in their control. Excepted from the obligation to destroy is such information contained as digitally archived data stored as part of Parent’s standard network back-up practices, provided that such data is secured, not readily accessible and Parent continues to treat such data as confidential.

Company Actions. (a) The Company shallhereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held, has (i) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and approve the Merger and this Agreement and (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such -------- ---- recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors, after affording Parent and consultation with independent legal counsel, such recommendation would be inconsistent with its counsel a reasonable opportunity fiduciary duties to review and comment thereonthe Company's stockholders under applicable law. The Company represents that Section 203 of the Delaware General Corporation Law (the "DGCL") is inapplicable to the transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (ii) of the immediately preceding sentence. (b) Concurrently with the commencement of the Offer, the Company shall 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 SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D- 9 (together with all amendments and supplements thereto and including the existing statement and any subsequent amendments or supplements exhibits thereto, the “"Schedule 14D-9”") reflecting which shall, subject to the recommendation fiduciary duties of the Company’s 's directors under applicable law, as determined by the Board of Directors that holders of shares of Company Common Stock tender their shares into the Offerafter consultation with independent legal counsel, and shall disseminate to the Schedule 14D-9 as required by Rule 14d-9 promulgated under provisions of this Agreement, contain the Exchange Actrecommendation referred to in clause (ii) of Section 1.2(a) hereof. The Schedule 14D-9 will set forth that shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s Board 's stockholders, shall not contain any untrue statement of Directors has (i) determined by unanimous vote of all of its members that each 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 transactions contemplated herebycircumstances under which they were made, including each of the Offer and the Mergernot misleading, except that no representation is advisable, fair to and in the best interests of made by the Company and its stockholders, (ii) approved with respect to information supplied by Parent or the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation Purchaser for inclusion in the Schedule 14D-9. The Company further shall take all steps necessary to cause the Schedule 14D-9 may to be modified filed with the SEC and to be disseminated to holders of Shares, in a manner adverse each case as and to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under extent required by applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) federal securities laws. Each of the Company, on the one hand, and Parent and Merger Subthe Purchaser, on the other hand, agrees to shall promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Parent, the Purchaser and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, the Company shall provide to Parent Parent, the Purchaser and its their counsel copies in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responseswith copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) Parent shall provide or cause to be provided to Purchaser all of the funds necessary to purchase any shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer. Notwithstanding anything to the contrary contained herein, if the members of the Board of Directors of the Company determine in the exercise of their fiduciary duties to withdraw, modify or amend the recommendation referred to in clause (ii) of Section 1.2(a) hereof, such withdrawal, modification or amendment shall not constitute a breach of this Agreement. (d) In connection with the Offer, the Company will shall promptly furnish Merger Sub with or cause to be furnished to the Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date date, and shall furnish Merger Sub the Purchaser with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary subject to consummate the Offerrequirements of applicable law, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub Purchaser shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files and shall use such information only in connection with the Offer and Merger, and, if this Agreement is terminated, shall upon request of the Merger Company deliver or any other business combination with Companycause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. The Company hereby consents to the ---------------- Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) The Company shall, after affording Parent determined that the Offer and its counsel a reasonable opportunity the Merger are fair to review and comment thereon, file with the SEC, as promptly as practicable on the date stockholders of the filing by Parent Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger Sub and the other Transaction Agreements, including for purposes of Section 203 of the DGCL, and (c) recommended acceptance of the Offer Documents, an amendment and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the Transactions for purposes of the applicable provisions of the DGCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “"Schedule 14D-9”") reflecting containing such recommendation with the recommendation SEC (and -------------- the information required by Section 14(f) of the Exchange Act) and to mail such Schedule 14D-9 to the stockholders of the Company’s ; provided that such -------- recommendation may be withdrawn, modified or amended by the Company's Board of Directors that holders of shares of Company Common Stock tender their shares into only to the Offer, and shall disseminate the extent permitted by Section 7.03(b). Such Schedule 14D-9 shall be filed on the same date as required by Rule 14d-9 promulgated under the Exchange Act. The Purchaser's Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of 14D-1 is filed and mailed together with the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Documents. Each of the Company, on the one handParent, and Parent and Merger Sub, on the other hand, Purchaser agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders the holders of the Companyshares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company shall provide agrees to Parent give Purchaser and its counsel copies 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 Purchaser and its counsel in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesthereof. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity hereby consents 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 and represents that 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 Offer, "BOARD" or "BOARD OF DIRECTORS") (at a meeting duly called 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 held) has unanimously (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of approved the Offer and the MergerMerger (as defined in Section 2.1 hereof), is advisableas 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 and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company. The Company further represents that Alex. Xxxxx & Sons Incorporated (the "FINANCIAL ADVISOR") has delivered to the Board its stockholdersopinion to the effect that, as of the date of this Agreement, the cash consideration to be received by the holders of Shares (iiother than Parent and its affiliates) approved in the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance is fair to such holders from a financial point of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse view. Subject to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and Laws (zas defined in Section 2.4) at least 3 Business Days prior as advised as to making a Change in Company Offer Recommendationlegal matters by outside counsel, the Company has provided written notice hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the "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 ACT"), so long as Parent that it is prepared shall have furnished such information to make the Company in a Change in Company Offer Recommendation. (btimely manner) Each and to mail such Schedule 14D-9 to the stockholders of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for . The Company will use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary its best efforts to cause the Schedule 14D-9 as so corrected to be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the SEC Offer Documents; provided, that in any event the Schedule 14D-9 shall be filed and to be disseminated to stockholders mailed no later than 10 business days following the commencement of the Company, in each case, as Offer. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the extent required by applicable federal securities LawsCompany's filing of the Schedule 14D-9 with the SEC. The Company shall agrees to provide to Parent and its counsel copies in writing of any written comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt of such commentsthereof. Parent Parent, Purchaser and its counsel shall be given a reasonable opportunity the Company each agree promptly to review correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such written and oral comments and proposed responses. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and information shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.have become 2

Company Actions. (a) The Company shallhereby approves and consents to the Transactions and represents that the Company Board, after affording at a meeting duly called and held has unanimously: (i) determined that the Transactions are advisable, fair to and in the best interests of the shareholders of the Company; (ii) adopted and approved this Agreement and declared it advisable that the Company enter into this Agreement; (iii) resolved to recommend acceptance of the Offer and, if required, adoption and approval of this Agreement and approval of the Merger by its shareholders; and (iv) taken all other actions necessary to exempt the Transactions from any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other similar Law, including Sections 14-2-1110 et seq. and 14-2-1131 et seq. of the GBCC (collectively, the “Takeover Statutes”). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”) containing, subject to Section 6.5(b), the recommendation described in Section 1.2(a)(iii) and shall mail the Schedule 14D-9 to the shareholders of the Company as required by Rule 14d-9 under the Exchange Act. The Company shall cause the Schedule 14D-9 to comply in all material respects with the provisions of applicable Law. Each of the Company, Parent and Merger Sub shall promptly correct any information supplied by it for inclusion or incorporation by reference 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 shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the shareholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable United States Federal securities Laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereonon such Schedule 14D-9 or response, file with and the SECCompany shall give reasonable and good faith consideration to any comments made by Parent, as promptly as practicable on the date of the filing by Parent and Merger Sub of and their counsel. The Company hereby consents to the inclusion in 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 Documents of the recommendation of the Company’s Company Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation contained in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after 14D-9. In the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws. The Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments event that the Company or its counsel may receive receives any comments from the SEC or its staff with respect to the Schedule 14D-9 14D-9, it shall use its reasonable best efforts to (i) respond promptly after receipt of to such comments. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses(ii) take all other actions necessary to resolve the issues raised therein. (c) In connection with the OfferOffer and the Merger, the Company will promptly shall cause its transfer agent to furnish Parent and Merger Sub promptly with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list labels containing the names and addresses of the record holders of the Company Common Stock as of the most recent latest practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub with such additional available information and assistance (including, but not limited to, including periodically updated lists of holders of the Company Common Stock shareholders, security position listings and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner listscomputer files) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersholders of Company Common Stock. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Merger and the other transactions contemplated by this AgreementParent, Merger Sub and their respective affiliates, associates and Representatives shall hold in confidence use the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination Merger, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession promptly upon the request of the Company.

Company Actions. (a) Provided that no Company Recommendation Withdrawal shall have occurred in accordance with Section 7.4(g) and 7.4(h), the Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. The Company shallshall instruct its transfer agent to promptly furnish Parent with a true and correct list, after affording as of the most recent practicable date, of the Company’s shareholders and their addresses, as well as mailing labels containing such names and addresses, and shall provide to Parent and its counsel a reasonable opportunity Bid Sub such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for purposes of communicating the Offer to review the Company’s shareholders. Parent and comment thereon, file Bid Sub (and their respective Representatives) shall hold all information furnished in accordance with this Section 1.4 in confidence in accordance with the SECterms and conditions of the Confidentiality Agreement, as shall use such information solely in connection with the communication and implementation of the Offer and, if this Agreement shall be terminated in accordance with its terms, promptly return to the Company or destroy any and all copies and any extracts or summaries of such information in their possession or control. (b) As promptly as reasonably practicable on the date of the filing by Parent and Merger Sub commencement of the Offer DocumentsOffer, an amendment the Company shall file with the SEC and disseminate to its the shareholders of the Company a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, including all exhibits thereto, the “Schedule 14D-9”) reflecting that, unless a Company Recommendation Withdrawal shall have occurred in accordance with Section 7.4(g) and 7.4(h), shall contain the recommendation Company Recommendation. Each of Parent and Bid Sub shall (and Parent shall cause Bid Sub to) promptly furnish to the Company’s Board of Directors Company in writing all information concerning Parent and Bid Sub that holders of shares of may be required by applicable Law or reasonably requested by the Company Common Stock tender their shares into the Offer, and shall disseminate for inclusion in the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act14D-9. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each If at any time before consummation of the Offer the Company shall become aware that there has occurred an event that is required to be set forth in an amendment to the Schedule 14D-9: (1) the Company shall promptly prepare such an amendment or supplement; and (2) the Merger, is advisable, fair Company shall promptly file with the SEC and distribute to and in the best interests shareholders of the Company such amendment or supplement, in each case, as and its stockholders, (ii) approved to the Offer extent required by applicable U.S. federal securities Law and the Merger Swiss Code of Obligations. Each of Parent, Bid Sub and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect respect. The Company and Parent will, and will cause their respective Representatives to, reasonably cooperate with the other in the preparation of the Schedule 14D-9. Without limiting the generality of the foregoing, the Company further agrees shall, and shall cause its Representatives to, provide Parent and its Representatives with a reasonable opportunity, in advance of initial filing or any amendment or filing of any supplement thereto, to take all steps necessary to cause review and comment on the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in each case, as and to the extent required by applicable federal securities Laws14D-9. The Company shall provide to promptly notify Parent and its counsel copies in writing of any comments and shall inform Parent the receipt of any written or oral comments that the Company from or its counsel may receive from other correspondence with the SEC or its staff with respect to the Schedule 14D-9 and any request by the SEC or its staff for amendments or supplements to the Schedule 14D-9 or for additional information and shall promptly after receipt supply Parent with copies of such comments. Parent all correspondence between it and any of its counsel shall be given a reasonable opportunity Representatives or Affiliates, on the one hand, and the SEC or its staff, on the other hand, with respect to review any such written and oral comments and proposed responsesthe Schedule 14D-9. (c) In The Company agrees (i) to promptly upon Parent’s request provide all information about the Company required to be disclosed in the Offer Documents and the Parent Meeting Materials, (ii) to use reasonable best efforts to cause the Company’s accountants to promptly deliver to Parent duly executed consents of the Company’s accountants to allow Parent to include, or incorporate by reference, in the Parent Registration Statement and the Parent Meeting Materials the Company’s financial statements and such accountants’ report thereon, (iii) that all information provided by the Company for inclusion or incorporation by reference in the Offer Documents and the Parent Meeting Materials will not (at the respective times such materials, or any amendments or supplements thereto, are filed with the SEC or the Canadian Securities Regulatory Authorities, first published, sent or given to shareholders of the Company or Parent, the Offer expires, the Parent Shareholder Meeting is held or Parent Shares are delivered in connection with the Offer, or at the Effective Time, as the case may be) 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 and (iv) to promptly correct any information provided by the Company will promptly furnish Merger Sub with mailing labelsfor the Offer Documents or the Parent Meeting Materials if and to the extent that such information shall have become false or misleading in any material respect. (d) Prior to the Effective Time, security position listingsto the extent necessary, any available non-objecting beneficial owner lists and any available listing the Company (acting through the entire Company board of directors or computer list containing the names and addresses of the record holders a special committee of the Company Common Stock as board of directors comprised solely of “independent directors” determined in accordance with Rule 14d-10(d)(2) of the most recent practicable Exchange Act) will take all steps that may be necessary or reasonably advisable to cause any employee agreement, plan or arrangement (whether in existence prior to or after the date and shall furnish Merger Sub with hereof) pursuant to which consideration is or becomes payable to any officer, director or employee to be unanimously approved by the entire Company board of directors (or by such additional available information (includingspecial committee) as an “employment compensation, but not limited to, updated lists severance or other employee benefit arrangement” within the meaning of holders Rule 14d-10(d)(2) of the Company Common Stock Exchange Act and their addresses, mailing labels and lists to take all actions otherwise necessary to satisfy the requirements of security positions and the non-objecting beneficial owner listsexclusive safe harbor set forth in Rule 14d-10(d) and such other assistance as Merger Sub or its agents may reasonably request in communicating of the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with CompanyExchange Act.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, determined as promptly as practicable on of the date hereof that the Offer, the Merger (as defined in Section 2.1 hereof) and the Spin-Off are fair to the stockholders of the filing by Parent Company and Merger Sub are in the best interests of the stockholders of the Company and (b) resolved to recommend acceptance of the Offer Documentsand approval and adoption of this Agreement and the Merger by the stockholders of the Company 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 ("NYBCL"). The Company further represents that Lazard Freres & Co. LLC has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of Shares in the Offer, an amendment the Merger and the Spin-Off is fair to its the holders of the Company's common stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”"SCHEDULE 14D- 9") reflecting the containing such recommendation of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company 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 (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, agrees to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to be disseminated mail such Schedule 14D-9 to the stockholders of the Company; provided, in each case, as and that subject to the extent required provisions of Section 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. Such Schedule 14D-9 shall be, if so requested by applicable federal securities LawsPurchaser, filed on the same date as Purchaser's 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. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on such Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company shall agrees to provide to Parent and its counsel copies in writing of with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the such Schedule 14D-9 promptly after the receipt of such commentsthereof. Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responsesSECTION 1.3. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and the Merger or any other business combination with Company.

Company Actions. (a) The Company shall, after affording Parent hereby approves of and its counsel a reasonable opportunity consents 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 and represents that the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation Board of Directors of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, at a meeting duly called 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 held, has (i) determined by unanimous vote of all of its members that each of unanimously approved this Agreement and the transactions contemplated hereby, including each of the Offer and the MergerMerger (collectively, is advisablethe "Transactions"), (ii) unanimously determined that as of the date hereof the Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) Company's stockholders and (iii) recommended (unanimously resolved to recommend that the “Company Offer Recommendation”) acceptance stockholders of the Offer Company accept the Offer, tender their Shares thereunder to Purchaser and adoption of approve and adopt this Agreement by and the Company’s stockholdersMerger; provided, however, that such Company Offer Recommendation recommendation may be withdrawn, modified or amended if, in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after opinion of the date hereof (such a modification or withdrawalBoard of Directors of the Company, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside legal counsel, the Board of Directors determines that the failure to take such action is recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law; law. The Company consents to the inclusion of such recommendation and (z) at least 3 Business Days prior to making a Change approval in Company the Offer Recommendation, the Documents. The Company has provided written notice been advised that all of its directors and executive officers intend either to Parent that it is prepared tender their Shares pursuant to make a Change the Offer or to vote their Shares in Company Offer Recommendationfavor of the Merger. (b) As promptly as practicable following the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") which shall, subject to the fiduciary duties of the Company's directors under applicable law and to the provisions of this Agreement, contain the recommendations referred to in Section 1.2(a) hereof. The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9. The information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 shall not, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Parent and Merger SubPurchaser, on the other hand, agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company shall provide to Parent and its counsel copies shall be given a reasonable opportunity to review and comment on the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel in writing of with any comments and shall inform Parent of any oral comments comments, or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments or other communications, and its shall provide Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any comment on the proposed response of the Company to such written and oral comments and proposed responsescomments. (c) In connection with the Offer, the Company will promptly furnish Merger Sub with or cause to be furnished to Parent and Purchaser mailing labels, security position listings, any available non-objecting beneficial owner lists listings and any available listing or computer list file(s) containing the names and addresses of the record holders of the Company Common Stock Shares as of the most a recent practicable date date, and shall furnish Merger Sub Parent with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents Documents, Parent and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub Purchaser shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files and shall will use such information only in connection with the Offer and Offer, and, if this Agreement is terminated, will upon request of the Merger Company deliver or any other business combination with Companycause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. (a) The Company shall, after affording Parent and its counsel a reasonable opportunity hereby consents 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 and represents and warrants that (i) 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 Offer, (at a meeting duly called 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 held) has (iA) determined by unanimous vote of all of its members that each of the transactions contemplated herebythis Agreement, including each of the Offer and the Merger, is advisable, Merger are fair to and in the best interests of the Company and its stockholders, (iiB) approved and declared the advisability of this Agreement and the transactions contemplated hereby, including the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) Merger, and (iiiC) recommended resolved (subject to the “Company Offer Recommendation”limitations herein contained) to recommend acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; providedholders of Shares, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse and (ii) Warburg Dillon Read LLC ("WDR") has delivered to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines of Company its opinion that the failure Offer Consideration to take be received by the holders of Shares in the Offer is fair, from a financial point of view, to such action is inconsistent with its fiduciary duties under applicable Law; holders. Subject to the provisions of Section 6.5(b), Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board of Directors of Company in favor of the Offer and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendationadoption of this Agreement. (b) Each of Company shall file with the CompanySEC, on simultaneously with the one hand, and filing by Parent and Merger SubSub of the Schedule 14D-1, a Solicitation Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the other hand"Schedule 14D-9") containing, agrees subject to the provisions of Section 6.5(b), the recommendations of the Board of Directors of Company in favor of the Offer and the adoption of this Agreement. Each of Parent and Merger Sub will promptly supply to Company in writing, for inclusion in the Schedule 14D-9, all information concerning Parent's Designees (as such term is defined in Section 1.4 hereof), as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and Company shall include such information in the Schedule 14D-9. Each of Company, Parent and Merger Sub shall promptly correct promptly any information provided by it them for use in the Schedule 14D-9 if and to the extent that it such information shall be or have become false or misleading in any material respect and the Company further agrees to shall 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 stockholders the holders of the Company, in each case, Shares as and to the extent required by applicable federal securities Lawslaw. The Company shall provide to Parent Parent, Merger Sub and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 and any such written and oral comments and proposed responsesamendments thereto prior to the filing thereof with the SEC. (c) In connection with the Offer, the Company will shall promptly furnish Merger Sub Parent with (or cause Parent to be furnished with) mailing labels, security position listings, any listings and all available non-objecting beneficial owner lists and any available listing listings or computer list files containing the names and addresses of the record holders of the Company Common Stock Shares as of the most recent latest practicable date and shall furnish Merger Sub Parent with (or cause Parent to be furnished with) such additional available information and assistance (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner listspositions) and such other assistance as Merger Sub Parent or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersholders of Shares. Except Subject to the requirements of applicable law, and except for such steps actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Offer and the other transactions contemplated by this AgreementMerger, Parent and Merger Sub and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in any such labels, listings lists and files and files, 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 Company (or destroy and certify to Company the destruction of) all copies of such information (and any other business combination with Companycopies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. (a) The Company shall, after affording hereby approves of and consents to the Offer and represents and warrants to Parent and its counsel Acquisition Sub that the Company’s board of directors, at a reasonable opportunity meeting duly called and held, has by the unanimous vote of all directors of the Company: (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger, are fair to review and comment thereonin the best interests of the Company’s stockholders; (ii) approved and adopted this Agreement and approved the Contemplated Transactions, file including the Offer and the Merger, in accordance with the SECrequirements of the General Corporation Law of the State of Delaware (the “DGCL”); (iii) declared the advisability of this Agreement; (iv) resolved to recommend 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 this Agreement (the unanimous 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 this Agreement being referred to as the “Company Board Recommendation”); (v) 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 Stockholder Agreements, the Offer, the Merger or any of the other Contemplated Transactions; and (vi) directed that the approval of this Agreement be submitted to the stockholders of the Company, as promptly as practicable on after the date Acceptance Time, if required to consummate the Merger under the DGCL. Subject to Section 5.3, the Company consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Acquisition Sub of the Schedule TO and the Registration Statement, or as promptly as practicable thereafter on the Offer DocumentsCommencement Date, an amendment the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to its Exchange, the Preliminary Prospectus and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting that shall reflect the recommendation terms and conditions of this Agreement and the information required by Section 1.3(b) and, subject only to Section 5.3, shall reflect the Company Board Recommendation. The Company shall use reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Company’s Board of Directors that holders of shares of Company Common Stock tender their shares into Exchange Act and the Offerrules and regulations thereunder and with all other applicable Legal Requirements, and shall disseminate ensure that the Schedule 14D-9 as and, if required by Rule 14d-9 promulgated under applicable Legal Requirements, the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has Registration Statement, include: (i) determined by unanimous vote of all of its members that each the opinion of the transactions contemplated hereby, including each of the Offer financial advisor referred to in Section 3.26; and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved a fair summary of the Offer and the Merger and this Agreement financial analysis conducted by such financial advisor in accordance with the Delaware General Corporation Law (“DGCL”) all applicable Legal Requirements. Parent and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer its legal counsel shall be given reasonable opportunity to review and adoption of this Agreement by the Company’s stockholders; provided, however, that such Company Offer Recommendation in comment on the Schedule 14D-9 may be modified in a manner adverse (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall give reasonable consideration to any such comments. The Company shall promptly notify Parent and Merger Sub its legal counsel upon the receipt of any comments from the SEC, or withdrawn after any request from the date hereof (such a modification SEC for amendments or withdrawalsupplements, a “Change in Company Offer Recommendation”)to the Schedule 14D-9, if, but only if, (y) after consultation and shall promptly provide Parent and its legal counsel with its outside counsel, the Board copies of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; all written correspondence between them and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each of the Companytheir Representatives, on the one hand, and Parent and Merger Subthe SEC, on the other hand, agrees or, if not in writing, a description of such communication. The Company shall give Parent and its counsel a reasonable opportunity to participate in preparing the proposed response of the Company to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company shall give reasonable consideration to any such comments. Each of Parent, Acquisition Sub and the Company: (1) shall use reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9; and (2) to the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other applicable Legal Requirements, shall use reasonable efforts to promptly correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall be or shall have become false or misleading in any material respect and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to stockholders of the Companyand, in each case, as and to the extent required by applicable federal securities Laws. The Legal Requirements, to be disseminated to holders of shares of Company shall provide to Parent and its counsel copies in writing of any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such commentsCommon Stock. Parent and its counsel Acquisition Sub shall promptly furnish to the Company all information concerning Parent, Acquisition Sub and the Offer that may be given a reasonable opportunity to review required or reasonably requested in connection with any such written and oral comments and proposed responsesaction contemplated by this Section 1.2(b). (c) In connection with The Company shall promptly provide to Parent: (i) a list of the OfferCompany’s stockholders, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists owners, mailing labels and any available listing or computer list file containing the names and addresses of the all record holders of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date date; and shall furnish Merger Sub with (ii) such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, non-objecting beneficial owners, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub or its agents Parent may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Merger Sub shall hold in confidence the information contained in any such labels, listings and files and shall use such information only in connection with the Offer and or the Merger or any other business combination with CompanyMerger.

Company Actions. (a) The Company shallhereby approves and consents to the Offer and represents and warrants that the Company Board, after affording Parent at a meeting duly called and its counsel a reasonable opportunity held, has unanimously (i) determined that this Agreement and the Transactions are advisable, fair to review and comment thereonin the best interests of the Company’s stockholders, file (ii) approved and declared advisable this Agreement and the Transactions in accordance with the SECrequirements of the DGCL, (iii) resolved to recommend that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer (such recommendation, the “Company Board Recommendation”), and (iv) adopted a resolution having the effect of causing the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) not to apply to the execution, delivery or performance of this Agreement and the consummation of the Offer, the Merger and the other Transactions. Subject to Section 5.3, the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) As promptly as practicable on the date day that the Offer is commenced, the Company will, following the filing of the filing Schedule TO, file with the SEC and disseminate to all holders of Shares, in each case as and to the extent required by Parent and Merger Sub of the applicable Legal Requirements, a Tender Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent exhibits, amendments or supplements thereto, the “Schedule 14D-9”) reflecting that, subject to Section 5.3, will reflect the recommendation of the Company’s Company Board of Directors that holders of shares of Company Common Stock tender their shares into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange ActRecommendation. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (iinclude as an exhibit an Information Statement pursuant to Section 14(f) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer Exchange Act and the Merger, is advisable, fair to and in the best interests of the Rule 14f-l promulgated thereunder. The Company and its stockholders, (ii) approved the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and adoption of this Agreement by the Company’s stockholders; provided, however, agrees that such Company Offer Recommendation in it will cause the Schedule 14D-9 may be modified to comply in a manner adverse to Parent all material respects with the Exchange Act and Merger Sub or withdrawn after the date hereof (such a modification or withdrawalother applicable Legal Requirements. Each of Parent, a “Change in Company Offer Recommendation”), if, but only if, (y) after consultation with its outside counsel, the Board of Directors determines that the failure to take such action is inconsistent with its fiduciary duties under applicable Law; Purchaser and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, the Company has provided written notice will respond promptly to Parent that it is prepared to make a Change in Company Offer Recommendation. (b) Each any comments of the Company, on the one hand, SEC or its staff and Parent and Merger Sub, on the other hand, agrees to promptly correct promptly any information provided by it or its Representatives for use in the Schedule 14D-9 if and to the extent that it shall such information will have become false or misleading in any material respect or as otherwise required by applicable Legal Requirements and to supplement the information contained in the Schedule 14D-9 to include any information that will become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take will use all steps necessary reasonable efforts to cause the Schedule 14D-9 as so corrected or supplemented to promptly be filed with the SEC and to promptly be disseminated to stockholders holders of the CompanyShares, in each case, case as and to the extent required by applicable federal securities LawsLegal Requirements. The Parent and Purchaser will promptly furnish or otherwise make available in writing to the Company shall provide or the Company’s legal counsel all information concerning Parent and Purchaser that is required or may reasonably be requested by the Company to be included in the Schedule 14D-9. Parent and its counsel copies in writing of will be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company will provide Parent and its counsel with any comments and shall inform Parent of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and The Company will respond promptly to any comments of the SEC or its counsel shall be given a reasonable opportunity staff with respect to review any such written and oral comments and proposed responsesthe Schedule 14D-9. (c) In connection with the Offer, the Company will, or will cause its transfer agent to, promptly (and in any event not later than five (5) Business Days after the date hereof) furnish Merger Sub Parent with a list of its stockholders, mailing labels, security position listings, any available non-objecting beneficial owner lists labels and any available listing or computer list file containing the names and addresses of the all record holders of the Company Common Stock as Shares and lists of the most recent practicable date securities positions of Shares held in stock depositories, and shall furnish Merger Sub with will provide to Parent such additional available information (including, but not limited to, including updated lists of holders of the Company Common Stock and their addressesstockholders, mailing labels and lists of security positions and non-objecting beneficial owner listssecurities positions) and such other assistance as Merger Sub Parent or its agents Representatives may reasonably request in communicating the Offer to the Company’s record and beneficial stockholdersrequest. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferTransactions, the Merger Parent and the other transactions contemplated by this Agreement, Merger Sub shall Purchaser and their agents will hold in confidence the information contained in any such labels, listings and files and shall will use such information only in connection with the Offer and the Merger and, if this Agreement will be terminated, will, upon request, deliver, and will use their respective reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any other business combination with Companyextracts or summaries from such information then in their possession or control. (d) The Company will register (and will instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective immediately after the Offer Acceptance Time.