Common use of Company Actions Clause in Contracts

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

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

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

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

Company Actions. The (a) Subject to Section 6.05 hereof, the Company hereby consents to and approves the Offer and Offer. The Company hereby represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) has , adopted resolutions (i) determined that approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer, the Merger and the Tender and Voting Agreements; (ii) declaring that this Agreement is advisable; (iii) determining that the terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of the stockholders of the Companyof, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and its stockholders; (iv) recommending that the consummation Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve and adopt this Agreement and the Merger (if required by applicable Law); and (v) approving the acquisition of the transactions contemplated thereby, including Shares by Purchaser pursuant to the Offer and the Mergerother transactions contemplated by this Agreement and the Tender and Voting Agreements, and such approval constitutes approval including for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance DGCL and Section 1 of Chapter 110C of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and Massachusetts General Laws. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (As soon as practicable on the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselCommencement Date, the Company hereby agrees to shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents (other than the Schedule TO)) disseminate to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing ). The Schedule 14D-9 shall comply in all material respects with the recommendation referred to in clause (iii) above (requirements of the Exchange Act and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunderthereunder and other applicable Laws and, subject to Section 6.05 hereof, shall contain the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders recommendation of the Company's Board of Directors set forth in Section 1.02(a) hereof. The Each of Parent, Purchaser and the Company will use its best efforts shall promptly correct or supplement any information provided by it in writing specifically for inclusion in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company shall take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC, and disseminated to holders of Shares, in any event each case as and to the Schedule 14D-9 shall be filed extent required by applicable Law. Parent, Purchaser and mailed no later than 10 business days following the commencement of the Offer. Parent and its their counsel shall be given a reasonable opportunity to review and timely comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 its being filed with the SEC. The Company agrees to shall provide Parent Parent, Purchaser and its their counsel copies of with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt of such comments. (c) In connection with the receipt thereof. ParentOffer, Sub and the Company each agree will instruct its transfer agent promptly to correct any furnish to Purchaser a list, as of a recent date, of the record holders of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares, and recent lists of security positions of Shares held in stock depositories. The Company will furnish Purchaser with such additional information provided by it for use (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions in the Schedule 14D-9 if and electronic format, to the extent that available) and such other assistance as Parent or Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Parent and their agents shall, prior to the Effective Time (as defined in Section 1.05 hereof), hold in confidence the information contained in any such labels, listings and files, will use such information shall have become false or misleading only in any material respect connection with the Offer and the Company further agrees Merger and, if this Agreement is terminated pursuant to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated Article VIII hereof, shall deliver to the stockholders Company all copies of the Company, such information then in each case as and to the extent required by applicable securities lawsits possession.

Company Actions. Section 1.2.1 The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares, as promptly as reasonably practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and this Agreement in accordance with the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiC) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Company’s stockholders (if such adoption is required by applicable law), and (bD) Furm▇▇ ▇▇▇▇ ▇▇▇ taken all action necessary to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger and the Ancillary Agreements; provided, however, that such recommendation and approval may be withdrawn, modified or amended solely to the extent permitted by Section 5.4.3. In addition, the Schedule 14D-9 will set forth, and the Company further represents, that, prior to the execution hereof, Capitalink, L.C. (the "“Company Financial Advisor"”) has delivered to the Company Board its written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinJuly 26, 2005, the cash consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such the holders of Shares from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion in Section 4.1(c)(ii)) after consultation with independent counsel, the Offer Documents of the recommendations of the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to Board described in clause (iii) above (this Section 1.2.1 and the information required by Section 14(f) terms of the Securities Exchange Act opinion of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders Financial Advisor. Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentother hand, Sub and the Company each agree promptly to correct any material information provided by it either of them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments that Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent, the Purchaser or their counsel. The Company shall provide Parent, the Purchaser and their counsel with a copy of any written comments or telephonic notification of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Offer promptly after receipt thereof, shall consult with Parent, the Purchaser and their counsel prior to responding to any such comments, and shall provide Parent, the Purchaser and their counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Company or its counsel. Section 1.2.2 The Company will promptly, and from time to time as requested by Purchaser, furnish 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 Shares as of the most recent practicable date and shall furnish the Purchaser with, or cause to be furnished, such additional available information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating to the Company’s record and beneficial stockholders.

Company Actions. (a) The Company hereby approves of and --------------- consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (at a meeting Company has duly called and held) has (i) determined that adopted resolutions unanimously approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, determining that the Merger is advisable and such approval constitutes approval for purposes of Section 203 of that the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance terms of the Offer and approval Merger are fair to, and adoption of this Agreement by in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and that the holders of Class A Common Stock approve the Merger. The Company Common Stock; and (b) Furmrepresents that its Board of Directors has received the opinion of ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ & Co. (the "Financial Advisor") has delivered to that the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company shares of Common Stock in pursuant to the Offer and the Merger is fair to such holders from holders. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor (unless such consent is innappropriate under the circumstances), the inclusion of such fairness opinion and a financial point of view (reference thereto in the "Fairness Opinion"). Subject Schedule 14D-9 referred to its fiduciary duties under applicable Laws (as defined below, and the Proxy Statement referred to in Section 4.1(c)(ii7.1 and the Information Statement referred to in Section 3.3. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing and shall mail the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Subject to the fiduciary duties of the Board of Directors of the Company will use its best efforts to cause under applicable law as determined by the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together Board of Directors in good faith after consultation with the Offer Documents; PROVIDED that in any event Company's outside counsel, and subject to the terms of this Agreement, the Schedule 14D-9 shall be filed and mailed no later than 10 business days following contain the commencement of the Offerrecommendations described in paragraph (a) above. Parent and its counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees Schedule 14D-9 shall comply as to provide Parent form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and its counsel copies on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any written comments material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9 14D-9. Each of the Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the Companyshares of Common Stock, in each case as and to the extent required by applicable Federal securities laws. The Company agrees to provide Parent and Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the documents constituting the Offer and any other documents necessary to consummate the Merger, Parent and Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has (iA) determined that approved this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents"including all terms and conditions set forth herein) and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof1.4) (collectively, the "Transactions"), (B) determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to to, and in the best interests of the stockholders of 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) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion to the effect that, that as of the date of this Agreement and based upon and subject to hereof the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in pursuant to the Offer and the Merger is fair to such holders from a financial point of view view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the "Fairness Opinion")Offer Documents. Subject The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its fiduciary duties under applicable Laws Board of Directors described in clause (i) above. (b) Concurrently with the commencement of the Offer or as defined in Section 4.1(c)(ii)) after consultation with independent counselpromptly thereafter as practicable, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall contain the recommendation referred to in clause Section 1.2 (iiia) above (hereof. The Schedule 14D-9 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 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 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 Section 14(f) of the Securities Exchange Act of 1934applicable federal securities laws, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the promptly after commencement of the Offer, together with the initial mailing of the Offer to Purchase. Each of the Company, on the one hand, and Parent and its counsel shall be given a reasonable opportunity to review and comment Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally other hand, shall promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall 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 the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent, the Purchaser and their counsel shall be given 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 Parent, the Purchaser and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company.

Company Actions. (a) The Company hereby approves of, and consents to, the Offer. The Company shall, contemporaneously with the commencement of the Offer and the filing of the Purchaser’s Schedule TO, file with the SEC and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 shall set forth, and the Company hereby represents and warrants, that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has unanimously: (i) determined that this Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, ’s stockholders; (ii) approved this Agreement, the executionOffer, delivery and performance of the Transaction Documents by the Company and the consummation of Merger and the transactions contemplated therebyhereby and thereby and declared the advisability of this Agreement; (iii) approved this Agreement, including the Offer Offer, and the Merger, and such approval constitutes approval for purposes of Merger in accordance with Section 203 of the Delaware General Corporation Law, as amended DGCL; and (the "DGCL"), (iiiiv) 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 holders Company’s stockholders; provided, however, that such recommendation and approval may be withdrawn, modified, or amended to the extent that the Board determines in good faith (after having consulted with outside legal counsel) that such action is necessary in order for its directors to comply with their fiduciary duties to the Company’s stockholders under applicable law. The Company consents to the inclusion in the Offer Documents of Company Common Stock; the recommendations and approvals referred to in this Section 1.02 without modification or amendment. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (The Schedule 14D-9 will comply in all material respects with the "Financial Advisor") has delivered to the Board its opinion to the effect thatprovisions of applicable federal securities laws and, as of on the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file 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 Solicitation/Recommendation Statement on Schedule 14D-9 (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") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders . Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (one hand, and the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentother hand, Sub and the Company each agree promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities lawslaw. Parent, Purchaser, and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 (including any amendments or supplements thereto) prior to it being filed with the SEC. (c) In connection with the Offer, the Company shall, to the extent it possesses, controls, or has access to such information, promptly furnish Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists, and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish Purchaser with such additional information (including, without limitation, updated lists of holders of Shares and their addresses and lists of security positions) and assistance as Purchaser or its agents or representatives may reasonably request in connection with communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser shall (i) hold in confidence the information contained in any of such lists; (ii) use such information only in connection with the Offer and the Merger; and (iii) if this Agreement is terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , duly adopted resolutions approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectivelyStockholder Agreement, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of determining that the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance terms of the Offer and approval the Merger are fair to, and adoption of 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 by (if required); provided, however, that such recommendation and approval may be withdrawn, modified or amended to the holders extent that the Board of Directors of the Company Common Stock; determines in good faith, after consultation with its outside legal counsel, that failure to take such action could reasonably be expected to result in a breach of the Board of Directors' fiduciary obligations under applicable law and (b) Furmthe Company terminates this Agreement pursuant to Section 9.1(d). The Company represents that its Board of Directors has received the opinion of ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇, Inc. (the "Financial AdvisorAH&H") has delivered to dated the Board its opinion date of this Agreement to the effect that, as of the such date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view to such holders, and a complete and correct signed copy of such opinion will promptly be delivered by the Company to Parent. The Company has been authorized by AH&H to permit the inclusion of such opinion (or a reference thereto) in the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Schedule 14D-1, the Schedule 14D-9 (as defined in Section 4.1(c)(iihereinafter defined) and the Proxy Statement (as hereinafter defined). (b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, or promptly thereafter, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to described in clause paragraph (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely mannera) and to shall mail such the Schedule 14D-9 to the stockholders of the CompanyCompany to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws; provided, however, that if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law and the Company terminates this Agreement pursuant to 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 the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company will with respect to written information supplied by or on behalf of Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any written information provided by it for use its best efforts in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to the Company's stockholders, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. ParentSubject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, promptly deliver, and will use their best efforts to cause their agents promptly to deliver, to the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any all copies of such information shall have become false then in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawscontrol.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company has, at a meeting duly called and held) has , duly adopted resolutions whereby it: (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") Offer and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), thereby are fair to and in the best interests of the stockholders of Company and the CompanyShareholders, (ii) adopted and approved the executionthis Agreement, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Mergertransactions contemplated hereby and thereby, and such approval constitutes approval for purposes of Section 203 (iii) resolved to recommend that the Shareholders accept the Offer, tender their shares in response to the Offer, and approve the sale of the Delaware General Corporation LawSecond Funding Shares by the Company to Buyer pursuant to the terms of this Agreement. Simultaneously with the execution of this Agreement, pursuant to the terms of the Side Letter Agreements, each of the members of the DSI Group has agreed that if the Minimum Condition (as that term is defined in Exhibit 2.1 attached hereto) is not met as of the initial scheduled expiration date of the Offer, each of the members of the DSI Group shall tender their Shares in the Offer, except where such sales in response to the Offer might result in liability under Section 16(b) of the Securities and Exchange Act of 1934, as amended (the "DGCLExchange Act"), (iii) resolved to recommend acceptance such that the number of Shares tendered by each member of the Offer DSI Group and approval non-DSI Group Shareholders, shall meet the Minimum Condition. Nothing herein contained shall prevent any member of the DSI Group from tendering any or all Shares over which such member has dispositive power, even if the Minimum Condition is otherwise met, and adoption of this Agreement any such Shares so tendered shall be subject to a pro rata reduction to the same extent as the Shares tendered by the holders of Company Common Stock; and any other Shareholder. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Not later than the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of first business day after the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and Documents are filed with the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselSEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on in Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred recommendations described in Section 2.2(a) hereof and will disseminate the Schedule 14D-9 as required by Rule 14d-9 under the Exchange Act. The Company and Buyer each agrees to correct promptly any information provided by it for use in clause (iii) above (the Schedule 14D-9 if and to the extent that information is or becomes incomplete or inaccurate in any material respect and the information required by Section 14(f) of Company will file promptly any corrected Schedule 14D-9 with the Securities Exchange Act of 1934, as amended (together with all rules SEC and regulations thereunder, disseminate promptly the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such corrected Schedule 14D-9 to the stockholders of Shareholders to the Companyextent required by the Exchange Act or the rules thereunder. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent Buyer and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SECSEC or dissemination to the Shareholders. The Company agrees to provide Parent Buyer and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentof such comments. (c) In connection with the Offer, Sub and the Company each agree shall cause its transfer agent to furnish Buyer promptly with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to correct any such date, together with copies of all lists of Shareholders, security position listings and computer files and all other information provided by it for use in the Schedule 14D-9 if Company's possession or control regarding the beneficial owners (as defined under Rule 13d-3 of the Securities Act of 1933, as amended (the "Securities Act")) of Common Stock, and shall furnish to Buyer such additional information and assistance (including updated lists of Shareholders, security position listings and computer files) as Buyer may reasonably request in communicating the Offer to the extent that Shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents, Buyer and its agents shall hold in confidence the information contained in any such labels, listings and files, and will use such information shall have become false or misleading only in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed connection with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsOffer.

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

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

Company Actions. The Company hereby consents to the Offer and represents that (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company’s Board of Directors (that holders of shares of Company Common Stock tender their shares into the "Board" or "Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors") (at a meeting duly called and held) Directors has (i) determined by unanimous vote of all of its members that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 of this Agreement in accordance with the Delaware General Corporation Law, as amended Law (the "“DGCL"), ”) and (iii) resolved to recommend recommended (the “Company Offer Recommendation”) acceptance of the Offer and approval and adoption of this Agreement by the holders of Company’s stockholders; provided, however, that such Company Common Stock; Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (bsuch a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (y) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to after consultation with its outside counsel, the Board its opinion of Directors determines that the failure to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger take such action is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to inconsistent with its fiduciary duties under applicable Laws Law; and (as defined z) at least 3 Business Days prior to making a Change in Section 4.1(c)(ii)) after consultation with independent counselCompany Offer Recommendation, the Company hereby agrees has provided written notice to file with the SEC Parent that it is prepared to make a Solicitation/Recommendation Statement on Schedule 14D-9 Change in Company Offer Recommendation. (the "Schedule 14D-9"b) containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Merger Sub, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally correct promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case case, as and to the extent required by applicable federal securities lawsLaws. 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. The Company hereby approves of and consents to the Offer and represents that and warrants that, subject to the terms and conditions set forth in this Agreement, (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), 2.1) are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance resolved to recommend acceptance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and approval and adoption of this Agreement by stockholders of the MergerCompany, and such approval constitutes approval for purposes of (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Merger and (iiiiv) resolved to recommend acceptance elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the Offer and approval and adoption of DGCL that may purport to be applicable to the Offer, the Merger or the transaction contemplated by this Agreement by the holders of Company Common Stock; and Agreement, (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Lazard Freres & Co. LLC, the "Financial Advisor") Company's investment banker, has delivered to the Board of Directors of the Company its written opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereintherein and as of the date thereof, the cash consideration to be received by paid to the holders Company's stockholders in the Offer and Merger is fair, from a financial point of view, to those stockholders, and such opinion has not been withdrawn or modified and (c) each of the Administrative Committee (the "Administrative Committee") of the employee common stock ownership plan of the Company Common Stock in (the "ESOP") and the Trustee (the "Trustee") of the ESOP Trust (the "ESOP Trust") has advised the Company that, as of the date hereof, it has conducted such review of the terms of the Offer and the Merger is fair as it deems appropriate and has determined that, if the Offer were consummated on the date hereof at the price and on the terms set forth in this Agreement on the date hereof, and subject to their satisfaction with the information to be set forth in the Offer Documents, the Administrative Committee would follow the proper directions of the ESOP participants, and the Trustee would follow the proper directions of the Administrative Committee, as the case may be, to tender Shares owned by the ESOP Trust. The Company has been authorized by Lazard Freres & Co. LLC to permit the inclusion of such firm's fairness opinion (and, subject to such holders from firm's approval, a financial point of view (reference thereto) in the "Fairness Opinion"). Subject Offer Documents and in the Schedule 14D-9 referred to its fiduciary duties under applicable Laws (below and the Proxy Statement, as defined in Section 4.1(c)(ii6.1(a)) after consultation . Contemporaneously with independent counselthe commencement of the Offer, the Company hereby agrees will, subject to the terms and conditions set forth in this Agreement, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to recommendations of its Board of Directors in clause (iii) above (and the information required by Section 14(f) favor of the Securities Exchange Act Offer and Merger and will permit the inclusion in the Offer Documents of 1934such recommendations, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information in each case subject to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders provisions of the CompanySection 5.1(e). The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally Sub will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become becomes false or misleading in any material respect respect, and the Company further agrees to will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by law. Parent and its counsel will have a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide Parent and its counsel with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the applicable securities lawsrequirements of the Exchange Act and the rules and regulations under the Exchange Act. The Company further agrees that neither the Schedule 14D-9, nor any related amendments nor any information supplied by the Company specifically for inclusion in the Offer Documents (but excluding statements made in any of the foregoing documents based on information supplied by Parent or Sub or any of their affiliates specifically for inclusion therein) will, at the respective times the Schedule 14D-9 or Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (a) its the Board of Directors of the Company (the "“Company Board" or "Board of Directors") (”), at a meeting duly called and held) has , has, by unanimous vote of all members of the Company Board (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyby this Agreement, including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, and the Stockholder Agreements are fair to to, and in the best interests of of, the stockholders of the CompanyCompany and its stockholders, (ii) declared the advisability of and duly adopted and approved this Agreement, the executionStockholder Agreements, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and such approval constitutes approval for purposes are sufficient to (A) satisfy the requirements of Section 251 of the DGCL and (B) render the restrictions under Section 203 of the Delaware General Corporation LawDGCL 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, as amended (the "DGCL")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 and adoption of this Agreement and the Merger by the holders of the shares of Company Common Stock; and . (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Schedule 14D-9. As soon as reasonably practicable after the "Financial Advisor") has delivered to the Board its opinion to the effect that, as commencement of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (with respect to the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended Offer (together with all rules amendments and regulations thereundersupplements thereto, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner“Schedule 14D-9”) and to mail such disseminate the Schedule 14D-9 to the stockholders of the CompanyCompany as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable Laws. The Offer Documents and the Schedule 14D-9 shall contain the recommendation of the Company Board in favor of the Offer and the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, and the Company hereby consents to the inclusion in the Offer Documents of such recommendation. The Company will agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and on the date first filed with the SEC and, on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and Purchaser each shall promptly correct any information provided by it for use its best efforts in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and disseminated to the Company’s stockholders, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable U.S. federal securities Laws. Parent and its counsel shall be given a reasonable and adequate opportunity to review and comment on upon the Schedule 14D-9 prior and any amendments thereto sufficiently in advance of the filing thereof with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to shall provide Parent and its counsel copies with a copy of any written comments or telephonic notification of any oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally Offer promptly after the receipt thereof. Parent, Sub shall consult with Parent and its counsel prior to responding to any such comments, and shall provide Parent and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsits counsel.

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

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board board of Directors (the "Board" or "Board of Directors") (trustees, at a meeting duly called and held) , has duly and unanimously (i) determined that declared the advisability of the Merger and this Agreement, (ii) approved the Option Release AgreementOffer, the Non-Compete and Termination Merger, this Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including (iii) determined that the terms of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to to, and in the best interests of the stockholders of of, the Company’s shareholders, (iiiv) 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 Transaction Documents by 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 consummation 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 thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of by this Agreement by or the holders of Company Common Stock; Shareholders Agreement and (bvii) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered adopted resolutions providing an exception for Parent and Subsidiary to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (Ownership Limit as defined in Section 4.1(c)(ii)) after consultation with independent counsel, 7.1 of the Declaration of Trust. The Company hereby agrees 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 on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the "exhibits thereto, the “Schedule 14D-9"“) containing which 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 of trustees referred to in clause subsection (iiia) above (above, and shall disseminate the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of Company’s shareholders as and to the Companyextent required by the federal securities laws. The Company will use its best efforts to cause shall deliver the proposed forms of the Schedule 14D-9 to be filed on Parent and its counsel in advance of the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with commencement of the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed for review and mailed no later than 10 business days following 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 filing of the Schedule 14D-9 with the SEC’s shareholders. The Company agrees to shall provide Parent and its counsel copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary promptly after receipt of any such comments received orally comments. Each of the Company, Parent and Subsidiary shall promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the such Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company’s shareholders, in each case case, as and to the extent required by applicable U.S. federal securities laws.

Company Actions. The Company hereby approves and consents to the Offer and represents that (a) its Board board of Directors (the "Board" or "Board of Directors") (directors, at a meeting duly called and held) has held or pursuant to unanimous written action, has: (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, specifically including the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are fair to and in the best interests of the stockholders of the Company, Company and its shareholders; (ii) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and such approval constitutes approval for purposes of Section 203 302A.675 of the Delaware General Corporation LawMBCA, as amended (that might otherwise apply to the "DGCL"), (iii) resolved to recommend acceptance Offer or the Merger or any of the Offer other transactions contemplated by this Agreement, the Tender and approval and adoption Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of this Agreement by directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the holders treatment of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Options (as defined in Section 4.1(c)(ii)3.2(b) after consultation with independent counselbelow) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby agrees consents to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) inclusion of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company Board Recommendation in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

Company Actions. (a) The Company hereby approves and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement and the Contingent Cash Consideration Agreement and represents that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) held has unanimously: (i) determined that the Offer, the Merger, this Agreement, the Option Release Agreement, the Non-Compete and Termination Contingent Cash Consideration Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyand thereby are advisable, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, Company and its stockholders; (ii) adopted this Agreement and approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), hereby; (iii) 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 approval the transactions contemplated hereby and adoption of this Agreement by the holders of Company Common Stock; and thereby from any “fair price”, “moratorium”, “control share acquisition”, “interested stockholder”, “business combination” or other similar statute or regulation (“Takeover Statute”). (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of On the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and Documents are filed with the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselSEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (the "such Schedule 14D-9", together with any supplements or amendments thereto, the “Schedule 14D-9”) containing containing, subject to Section 6.5(b), the recommendation referred to described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.2(a)(iii) and to shall mail such the Schedule 14D-9 to the stockholders of the CompanyCompany as required by Rule 14d-9 under the Exchange Act. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Each of the Offer. Company, Parent and its counsel Merger Sub shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to 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 as soon as reasonably practicable and as and to the extent required by applicable 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 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 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 their counsel. 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 receives any comments from the SEC or its staff with respect to the Schedule 14D-9, it shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Parent and Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the 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 such information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to holders of Company Common Stock. Parent and Merger Sub shall take such actions as may be reasonably required to protect the unauthorized disclosure or use of information received by it pursuant to this Section 1.2.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (ai) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) has , has, subject to the terms and conditions set forth herein, unanimously (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof)collectively, the "Transactions") are fair to and in the best interests of the holders of the Shares and approved the Transactions, and (B) declared this Agreement and the Merger advisable and resolved to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger and (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ PricewaterhouseCoopers Securities LLC (the "Financial Advisor") has delivered to the Company Board its written opinion (or oral opinion to be confirmed in writing) that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 1.8. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a). The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are, assuming that Parent and its affiliates do not own any Shares, sufficient to render the relevant provisions of Section 203 of the Delaware General Corporation Law (the "Fairness OpinionDGCL"). Subject ) inapplicable to its fiduciary duties under applicable Laws the Offer, the Merger and the Tender Agreements (as defined in Section 4.1(c)(ii8.4(b)). (b) after consultation Concurrently with independent counselthe commencement of the Offer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall contain the recommendation referred to in clause (iii) above (and the information required by Section 14(fB) of Section 1.2(a) hereof, provided, that in the Securities Exchange Act event of 1934, a Superior Proposal (as amended (together with all rules and regulations thereunderdefined in Section 5.5) prior to such filing, the "Exchange Act")Company shall not be required to make such filing with such recommendations if a majority of the Company Board determines in good faith, so long as Parent shall have furnished after receiving advice from its financial advisor and outside counsel, that making such information filing would constitute a breach of the fiduciary duties of the Company Board under applicable law. 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 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 a timely manner) and order to mail such Schedule 14D-9 to make the stockholders 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 the Purchaser in writing for inclusion in the Offer Documents. The Company will use its best efforts 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 same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the 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 with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish the Purchaser with such information and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Except for such steps as are necessary to disseminate the Offer Documents, Parent and the Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer, and, if this Agreement is terminated, will upon request of the Company, deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. The Company hereby consents to the Offer and the Merger and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined by the unanimous vote of the Directors that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)is fair to, are fair to and in the best interests of, the holders of the stockholders of the CompanyCommon Stock, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 adopted this Agreement in accordance with the provisions of the Delaware General New York Business Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders shareholders of Company Common Stockthe Company, (iv) taken all other applicable action necessary to render (x) Section 912 of the New York Business Corporation Law and other state takeover statutes, (y) Article SEVENTH of the Company's Restated and Amended Certificate of Incorporation and (z) the Rights Agreement dated as of March 1, 1997 (the "Rights Agreement") inapplicable to the Offer and the Merger; and (b) FurmLehm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") thers has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Stock, other than Parent and Sub, pursuant to the Offer and the Merger is fair to such holders of Common Stock from a financial point of view (view, subject to the "Fairness Opinion")assumptions and qualifications contained in such opinion. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC Commission, as soon as practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, (together with all amendments and supplements thereto, the "Schedule 14D-9l4D-9") ), containing the recommendation recommendations referred to in clause (iii) above (and the information required by Section 14(fa) of the Securities Exchange Act of 1934, as amended (together with all rules preceding sentence and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause disseminate the Schedule 14D-9 to be filed on as required by Rule 14d-9 under the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferExchange Act. Parent and its Sub and their counsel shall be given a reasonable the opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the Commission. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the Schedule 14D-9 prior date filed with the Commission and on the date first published, sent or given to the Company's filing shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Sub in writing for inclusion in the Schedule 14D-9 with the SEC14D-9. The Company agrees to provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC Commission or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentof such comments and shall provide Parent and its counsel an opportunity to participate, Sub and including by participating with the Company each agree promptly to correct and its counsel in any information provided by it for use discussions with the Commission or its staff, in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and response of the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed such comments. In connection with the SEC Offer, the Company will promptly furnish Sub with mailing labels, security position listings and to be disseminated to any available listing or computer list containing the stockholders of the Company, in each case as and to the extent required by applicable securities laws.names and

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

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and the agreement of merger this Agreement contains and represents and warrants to Parent and Sub that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held, has duly by the vote of directors which the Charter Documents of the Company require adopted resolutions: (1) has (i) determined confirming the Company Board's determination that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, 's stockholders; (ii2) approved the execution, delivery approving and performance of the Transaction Documents by the Company consenting to this Agreement and the consummation of the transactions contemplated therebyit contemplates, including the Offer and the Merger, which approval and such approval constitutes approval for purposes of consent are sufficient to render the Section 203 of Restrictions inapplicable to the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance consummation of the Offer and approval and adoption or the Merger; (3) declaring the advisability of this Agreement by Agreement, including the agreement of merger it contains; and (4) resolving to recommend to the holders of Company Common StockShares that they accept the Offer and adopt this Agreement, including the agreement of merger it contains; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered provided, however, that prior to the Board its opinion to the effect that, as consummation of the date of this Agreement and based upon and subject to the matters set forth thereinOffer, the cash consideration Company Board will have the right, under the circumstances Section 6.02(b) describes, to be received by withdraw that recommendation and recommend that the holders of Company Common Stock in Shares reject the Offer and the Merger is fair agreement of merger this Agreement contains. The Company hereby consents to such holders from a financial point the inclusion in the Offer Documents of view the recommendation of the Company Board to which clause (4) above refers. Each director and executive officer of the "Fairness Opinion"). Subject Company has advised the Company Board that he intends to its fiduciary duties tender all his Shares in the Offer for so long as no party has terminated this Agreement under applicable Laws Article Nine. (b) As soon as defined in Section 4.1(c)(ii)) practicable on or after consultation with independent counselthe Offer Commencement Date, the Company hereby agrees to will: (1) file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC; and (2) promptly commence mailing the Schedule 14D-9 to its stockholders. The Company agrees to provide will, if Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentso requests, Sub and the Company each agree promptly to correct any information provided by it for use include in the Schedule 14D-9 if the information Section 14(f) of the Exchange Act and Exchange Act Rule 14f-1 require be disclosed to the extent that any such information shall have become false or misleading Company's stockholders in any material respect and connection with the performance by the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Companyits obligations under Section 7.05. Thereafter, in each case as and to the extent required by any applicable federal securities lawslaw so requires, the Company will: (1) promptly correct any information in the Offer Documents or the Schedule 14D-9 which is or has become false or misleading in any material respect concerning it or its Affiliates or Parent and its Affiliates, provided that, in the case of information concerning Parent and its Affiliates, Parent shall have furnished the corrected information to the Company under Section 1.01(c); (2) cause the Schedule 14D-9, as so corrected or otherwise changed, to be promptly filed with the SEC; and (3) take all lawful action necessary to cause the Schedule 14D-9, as originally filed with the SEC and as thereafter so corrected or otherwise changed, to be disseminated to the holders of Shares. (c) In connection with the Offer, the Company will: (1) cause its transfer agent to furnish Sub promptly with (A) mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to that date and (B) copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock; and (2) furnish to Sub such information and assistance, including updated lists of stockholders, security position listings and computer files, as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents will hold in confidence the information any such labels, listings and files contain, will use that information only in connection with the Offer and the Merger and, if this Agreement is terminated, will, on request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from that information then in their possession or control. ARTICLE TWO

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) has , has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are at a price and such approval constitutes approval for purposes of Section 203 on terms that are adequate and are otherwise in the best interests of the Delaware General Corporation LawCompany and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, as amended (including the "DGCL")Offer and the Merger, in all respects; and (iii) resolved to recommend acceptance that the stockholders of the Offer Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval and adoption in the Offer Documents. The Company also represents that the Company has received the opinion of this Agreement by the holders of Company Common Stock; and (b) FurmMerr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇ ▇orporated, financial advisor to the Company Board (the "Financial Advisor") has delivered to the Board its opinion to the effect ), that, as of the date of this Agreement and based upon and subject to the matters set forth thereinOctober 13, 1999, the cash consideration to be received by the holders stockholders of the Company Common Stock in pursuant to the Offer and the Merger is fair to such holders stockholders from a financial point of view (the "Fairness Opinion"). Subject The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its fiduciary duties under applicable Laws counsel (as defined in Section 4.1(c)(iisuch consent not to be unreasonably withheld)) after consultation with independent counsel, the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement. (b) The Company hereby agrees to shall file with the SEC SEC, concurrently with the filing of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-9") containing the recommendation referred to recommendations described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.2(a) and to mail such shall cause the Schedule 14D-9 to be mailed to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed , together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following , promptly after the commencement of the Offer. Parent and its counsel The Company agrees that it shall be given a reasonable opportunity to review and comment on cause the Schedule 14D-9 prior to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Applicable Laws. The Company further agrees that the Schedule 14D-9, on the date first published, sent or given to the Company's filing stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Acquisition agree that the information provided by them specifically in writing for inclusion or incorporation by reference in the Schedule 14D-9 with 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 SECstatements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to provide Each of the Company, Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree Acquisition agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Offer Documents if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.all

Company Actions. The Company hereby consents to the Offer and represents that (a) its the Company Board and a special committee of Directors the Company Board formed in accordance with Section 302A.673 of the MBCA (the "Board" or "Board of DirectorsSPECIAL COMMITTEE") (each at a meeting duly called and held) has have (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of Company and the CompanyShareholders, (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, and, assuming the accuracy of Parent's and Purchaser's representation in Section 4.8, such approval is sufficient to render Sections 302A.671, 302A.673 and 302A.675 of the MBCA inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; Shareholders and (b) Furm▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Financial AdvisorSSB") has delivered to the Company Board its the opinion described in Section 3.20. The Company hereby consents to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock inclusion in the Offer Documents of the recommendation referred to in this Section 1.3, provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent, and only to the Merger is fair to such holders from a financial point of view (extent and on the "Fairness Opinion"conditions, specified in Section 5.2(b). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees to will file with the SEC simultaneously with the filing by Parent and Purchaser of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (the together with all amendments and supplements thereto, "Schedule SCHEDULE 14D-9") containing such recommendations of the recommendation referred to Company Board in clause (iii) above (favor of the Offer and the Merger, subject to the rights of the Company Board set forth in Section 5.2(b). The Company represents, warrants and covenants that the Schedule 14D- 9 will comply in all material respects with the Exchange Act and any other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws, provided, however, (i) that no representation, warranty or covenant is made or will be made herein by the Company with respect to information supplied by Parent or Purchaser expressly for inclusion in, or information extracted from Parent's public SEC filings which is incorporated or included in, the Schedule 14D-9 (the "PARENT SEC INFORMATION"), and (ii) no representation, warranty or covenant is made or will be made herein by Parent or Purchaser with respect to information contained in the Schedule 14D-9 other than the Parent SEC Information (which Parent SEC Information will include the information furnished by Parent as contemplated by the next sentence). The Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's Designees as required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) Rule 14f-1 thereunder and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its reasonable best efforts to cause have the Schedule 14D-9 to be filed on available for inclusion in the same date as Sub's Tender Offer Statement on Schedule 14D-1 initial mailing (the "Schedule 14D-1"and any subsequent mailing) is filed and mailed together with of the Offer Documents; PROVIDED that in any event Documents to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Shareholders. Each of the Offer. Company and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information shall have become it becomes false or misleading in any material respect and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the stockholders of the CompanyShareholders, in each case as and to the extent required by applicable securities lawsLaw. Parent and its counsel will be given a reasonable opportunity to review the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. In connection with the Offer, the Company will promptly furnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record Shareholders as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of the Shareholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial Shareholders. Subject to the requirements of applicable Law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser will, and will instruct each of their respective Affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with its terms, will deliver promptly to the Company all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , at which all directors were present, has, subject to the terms and provisions of this Agreement, duly and unanimously adopted resolutions approving this Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement Merger and the Termination and Release Asset Purchase Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or and thereby, including determining that the Offer Offer, the Merger and the transactions contemplated by this Agreement and the Asset Purchase Agreement are advisable and that the terms of the Offer, the Merger (as defined in Section 2.1 hereof), and the Asset Purchase Agreement are fair to to, and in the best interests of the stockholders of of, the Company, (ii) approved the execution, delivery 's shareholders and performance recommending that holders of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including Shares accept the Offer and, if required by applicable law, that the Company's shareholders approve this Agreement and the Merger; provided, and however, that such approval constitutes approval for purposes approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if the Board of Section 203 Directors of the Delaware General Corporation Law, as amended (Company concludes in good faith based on the "DGCL"), (iii) resolved advice of its outside counsel that it is necessary to recommend acceptance do so in order to comply with its fiduciary duties under applicable law. The Company represents that its Board of Directors has received the Offer and approval and adoption opinion of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & Company, LLC (the "Financial Advisor") has delivered to that the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company Common Stock in Company's common shareholders pursuant to the Offer and the Merger is fair to such holders the Company's common shareholders (other than Parent or any of its affiliates) from a financial point of view view. The Company has been authorized by Financial Advisor to permit, subject to prior review and consent by Financial Advisor (such consent not to be unreasonably withheld), the "Fairness Opinion"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. Subject 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 its fiduciary duties under applicable Laws 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. (as defined in Section 4.1(c)(ii)b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to described in clause paragraph (iiia) above (subject to the proviso in Section 1.2(a)) and the information required by Section 14(f) shall mail a copy of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders shareholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Each of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company Sub agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect 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 the stockholders of the Company's shareholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment 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 the Company or counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of shares 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 Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent or Sub may reasonably request in communicating the Offer to the Company's

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors of the Company (the "Board" or COMPANY BOARD"Board of Directors") (), at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof)hereinafter defined) taken together, are fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including including, without limitation, the Merger and the Offer and (collectively, the Merger"TRANSACTIONS"), and such approval constitutes approval of the Transactions for purposes of Section 203 Chapter 110F of the Delaware Massachusetts General Corporation LawLaws, as amended (the "DGCLMGL"), and Article 6(c)2 of the Restated Articles of Organization of the Company (the "ARTICLES OF ORGANIZATION") and (iii) resolved voted to recommend acceptance that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Sub and, if required by applicable law, approve and adopt this Agreement and the Merger, subject to the Company's rights under Section 7.4 hereof. (b) Concurrently with the commencement of the Offer and approval the filing by or on behalf of Parent and adoption Acquisition Sub of this Agreement by the Schedule 14D-1, the Company shall file with the Commission and disseminate to the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments or supplements thereto, the "Schedule SCHEDULE 14D-9"), containing (among other things) containing the recommendation referred to in clause (iii) above (and the information required by of Section 14(f1.2(a) of the Securities Exchange Act of 1934hereof, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior subject to the Company's filing 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 date filed with the Commission 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 Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they were made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to information furnished by Parent or Acquisition Sub for inclusion in the Schedule 14D-9 14D-9. The Company, Parent and a summary of any such comments received orally promptly after the receipt thereof. Parent, Acquisition Sub and the Company each agree agrees promptly to correct correct, amend or supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect 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 the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Parent, Acquisition Sub and their counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all 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 shall promptly furnish 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 and such other assistance and information as Parent or Acquisition Sub or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, each of Parent and Acquisition Sub shall use the information described in the preceding sentence only in connection with the Offer, and if this Agreement is terminated in accordance with its terms, each of them shall, upon the Company's request, deliver to the Company all such information and any copies or extracts thereof then in its possession or under its control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents that that: (aI) its Board of Directors (Directors, based on the "Board" or "Board unanimous recommendation of Directors") the Special Committee (at a meeting duly called and held) has (i) determined that this each of the Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof)is fair to, are fair to and in the best interests interest of, the holders of the stockholders of the CompanyShares, (ii) approved this Agreement, the executionOffer, delivery and performance of the Transaction Documents by the Company Merger and the consummation of Voting and Tender Agreement and approved and adopted this Agreement, and the transactions contemplated therebyhereby, including in accordance with the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 provisions of the Delaware General Florida Business Corporation Law, as amended Act (the "DGCLFBCA"), (iii) resolved to recommend taken the actions contemplated by Section 3.01(q) of this Agreement, and (iv) recommended the acceptance of the Offer and the approval and adoption of this Agreement and the Merger by the holders shareholders of Company Common Stockthe Company; provided, however, that such recommendation may be withdrawn, modified or amended as provided in Section 4.07; and (bII) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") & Company Incorporated has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in (other than Parent and Purchaser) pursuant to the Offer and the Merger is fair to such the holders of Common Stock from a financial point of view view, subject to the assumptions and qualifications contained in such opinion. (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)b) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC Commission, as soon as practicable after the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation recommendations referred to in clause (iiisubsection 1.02(a) above (hereof and shall disseminate the information Schedule 14D-9 as required by Section 14(f) of Rule 14d-9 under the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent and shall have furnished such information mail, or cause to the Company in a timely manner) and to mail be mailed, such Schedule 14D-9 to the stockholders shareholders of the Company. The Company will use its best efforts , to cause the Schedule 14D-9 to be filed on extent practicable, at the same date as Sub's Tender time the Offer Statement on Schedule 14D-1 (Documents are first mailed to the "Schedule 14D-1") is filed and mailed shareholders of the Company, together with the such Offer Documents; PROVIDED provided, however, that nothing contained in any event this Agreement shall restrict the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Board of Directors of the OfferCompany from withdrawing, modifying or amending such recommendation or other action in accordance with Section 4.07. Parent and its Purchaser and their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 prior to its filing with the Commission. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the Commission and on the date first published, sent or given to the Company's filing shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser or their officers, directors or affiliates in writing for inclusion in the Schedule 14D-9. If at any time prior to the expiration or termination of the Offer, any event occurs which should be described in an amendment or supplement to the Schedule 14D-9 or any amendment or supplement thereto, the Company will file and disseminate, as required, an amendment or supplement which complies in all material respects with the SECExchange Act and the rules and regulations thereunder and any other applicable laws. Prior to its filing with the Commission, the amendment or supplement shall be delivered to Parent and its counsel and Parent and its counsel shall be given an opportunity to comment thereon. The written information supplied or to be supplied by the Company for inclusion in the Offer Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Company agrees to provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC Commission or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments and shall provide Parent and its counsel an opportunity to participate, including by way of discussions with the Commission or its staff, in the response of the Company to such comments. (c) In connection with the Offer, the Company will promptly furnish Purchaser with mailing labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of the Common Stock as of the most recent practicable date and shall furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of Common Stock and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in communicating the Offer to the Company's shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Sub Purchaser and their respective affiliates, associates, agents, and advisors, shall keep confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 Merger and, if and this Agreement shall be terminated, will deliver to the extent that any Company all copies of such information shall have become false or misleading then in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawstheir possession.

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

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

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

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated therebyhereby, including the Offer and the Merger, are advisable, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.03, (iv) acknowledged that such approval constitutes approval is effective for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iiiv) resolved to recommend acceptance elect, to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Agreements, (vi) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, the acquisition of Shares pursuant to the Offer and approval the transactions contemplated by the Stockholder Agreements and adoption of (vii) consented to the transactions contemplated by the Stockholder Agreements and this Agreement by under that certain Stockholders Agreement, dated May 26, 2000, among the holders Company and certain of its stockholders. The Company Common Stock; and (b) Furmfurther represents that the Company’s financial advisor, ▇▇ ▇▇▇▇▇ ▇▇▇ (the "Financial Advisor") ▇▇▇▇▇, has delivered to the Board its of Directors of the Company an opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth thereinsuch opinion, the cash consideration to be received by the holders of Company Common Stock Shares (other than Parent and Merger Subsidiary) in the Offer and the Merger is fair to such holders from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion in Section 4.1(c)(ii)) after consultation with independent counsel, the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company’s rights to withdraw, modify or amend its recommendation in accordance with the provisions of Section 6.03 and represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Schedule 14D-9 and the Proxy Statement so long as such inclusion is in form and substance reasonably satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its counsel. The Company hereby agrees represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer any and all Shares they own beneficially or of record. (b) The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the "“Schedule 14D-9"”) containing that shall reflect, subject to the provisions of Section 6.03, the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts ’s Board of Directors referred to cause above, and shall disseminate the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement stockholders of the OfferCompany as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the SECappropriate Offer Documents to the Company’s stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel (who shall provide any comments thereon as soon as practicable). The Company agrees to provide Parent copies of, and to consult with Parent and its counsel copies of regarding any written comments the Company or its counsel that may receive be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after receipt thereof and any responses thereto. Each of the receipt thereof. ParentCompany, Sub the Parent and the Company each agree Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect respect, and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case Company as and to the extent required by applicable securities lawsLaw. (c) In connection with the Offer, the Company shall promptly furnish Parent with (or cause Parent to be furnished with) mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has (i) determined that approved this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (as defined in Section 2.1 hereof1.4) (collectively, the "Transactions"), determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to to, and in the best interests of of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and approve and adopt the Merger and this Agreement and (ii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer, (ii) approved the execution, delivery tender their Shares thereunder to Purchaser and performance of the Transaction Documents by the Company approve and the consummation of the transactions contemplated thereby, including the Offer adopt this Agreement and the Merger; provided that such recommendation may be withdrawn, and such approval constitutes approval for purposes of modified or amended as provided in Section 5.4(d) hereof. The Company represents that the restrictions on "business combinations" contained in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved are inapplicable to recommend acceptance the transactions contemplated by this Agreement provided that such transactions are consummated in accordance with the terms hereof. The Company hereby consents to the inclusion in the Offer Documents of the Offer recommendation of its Board of Directors described in clause (ii) of the immediately preceding sentence, unless and approval and adoption of this Agreement by the holders of Company Common Stock; and until such recommendation is withdrawn or modified, in a manner adverse to Parent, in accordance with Section 5.4(d) hereof. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Concurrently with the "Financial Advisor") has delivered to the Board its opinion to the effect that, as commencement of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall, subject to the fiduciary duties of the Company's directors under applicable law, as determined by the Board of Directors after consultation with independent legal counsel, and to the provisions of Section 5.4(d) hereof, contain the recommendation referred to in clause (iii) above (and the information required by Section 14(fii) of Section 1.2(a) hereof. The Schedule 14D-9 shall comply in all material respects with the Securities Exchange Act provisions of 1934applicable federal securities laws and, as amended (together on the date filed with all rules the SEC and regulations thereunderon the date first published, the "Exchange Act"), so long as Parent shall have furnished such information sent or given to the Company 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 a timely manner) and order to mail such Schedule 14D-9 to make the stockholders 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 Purchaser for inclusion in the Schedule 14D-9. The Company will use its best efforts 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. Each of the Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally other hand, shall promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall 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 the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable securities laws.federal

Company Actions. (a) The Company hereby consents to the Offer represents and represents that warrants that: (ai) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that has, in light of and subject to the terms and conditions set forth herein, unanimously approved this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to 2.1) and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) has resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the holders of Common Shares; (ii) the transactions contemplated by this Agreement, including without limitation, the Offer, the Merger and the acquisition of Common Shares by Parent and/or Subsidiary, have been duly approved by appropriate action of the Company's Board of Directors with the result that (A) Section 203 DGCL does not require that any "business combination" (as that term is defined in said Section 203) involving the Company Common Stock; and Parent or Subsidiary be delayed for the three-year period specified therein, and (bB) Furmno right of the Company's stockholders to acquire securities pursuant to any rights agreement will be triggered, created or otherwise arise as a result of the Offer, the Merger or transactions contemplated by this Agreement; and (iii) The Robi▇▇ ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇ ▇pany, LLC (the "Financial AdvisorRobi▇▇▇▇-▇▇▇▇▇▇▇▇") has ▇as delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Company's stockholders pursuant to the Offer and the Merger is fair to such holders from a financial point of view to the public stockholders (other than Parent and Subsidiary) of the Company (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws . (as defined in Section 4.1(c)(ii)b) after consultation with independent counsel, the The Company hereby agrees to file file, as soon as practicable after the commencement of the Offer, with the SEC a Solicitationsolicitation/Recommendation Statement recommendation statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act Company's Board of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to Directors that the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with accept the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement containing a copy of the OfferFairness Opinion. Parent and its Subsidiary and their counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 and all amendments and supplements thereto prior to the Company's filing thereof with the SEC or the dissemination thereof to the holders of Common Shares. Promptly after filing the Schedule 14D-9 with the SEC, the Company shall deliver to Parent a copy of the Fairness Opinion, which Parent may provide to Parent's lenders. The Company agrees has been authorized by Robi▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇ permit the inclusion of the Fairness Opinion (or any reference thereto that is reasonably acceptable to provide Parent and its counsel copies of any written comments Robi▇▇▇▇-▇▇▇▇▇▇▇▇) ▇▇ the Company or its counsel may receive from the SEC or its staff with respect to Offer Documents, the Schedule 14D-9 and a summary of in any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and proxy statement relating to the extent that any such information Merger. (c) Notwithstanding anything contained in this Section 1.2 or elsewhere in this Agreement, if the Company's Board of Directors shall have become false determined, in good faith, to withdraw, modify or misleading in any material respect and the Company further agrees amend its recommendations to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and after receiving advice from its outside counsel that the failure to do so could reasonably be expected to be a breach of the extent required by directors' fiduciary duties under applicable securities lawslaw, such withdrawal, modification or amendment shall not constitute a breach of this Agreement.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectivelyTransactions are advisable, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company’s stockholders, (ii) approved and declared advisable this Agreement and the execution, delivery and performance Transactions in accordance with the requirements of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance that stockholders of the Company accept the Offer and approval and adoption of this Agreement by tender their Shares pursuant to the holders of Offer (such recommendation, the “Company Common Stock; Board Recommendation”), and (biv) Furm▇▇ ▇▇▇▇ ▇▇▇ adopted a resolution having the effect of causing the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (the "Financial Advisor"as defined in such Section 203) has delivered not to apply to the Board its opinion to the effect thatexecution, as of the date delivery or performance of this Agreement and based upon and subject to the matters set forth thereinconsummation of the Offer, the cash consideration to be received by the holders of Company Common Stock in the Offer Merger and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion")other Transactions. Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel5.3, the Company hereby agrees consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) As promptly as practicable on the day that the Offer is commenced, the Company will, following the filing of the Schedule TO, file with the SEC and disseminate to all holders of Shares, in each case as and to the extent required by applicable Legal Requirements, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 5.3, will reflect the recommendation referred Company Board Recommendation. The Schedule 14D-9 will include as an exhibit an Information Statement pursuant to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations Rule 14f-l promulgated thereunder, . The Company agrees that it will cause the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to comply in all material respects with the stockholders Exchange Act and other applicable Legal Requirements. Each of Parent, Purchaser and the Company will respond promptly to any comments of the CompanySEC or its staff and to promptly correct any information provided by it or its Representatives for use in the Schedule 14D-9 if and to the extent that 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 will use its best all 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 holders of Shares, in each case as and to the extent required by applicable Legal Requirements. Parent and Purchaser will promptly furnish or otherwise make available in writing to the Company 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 filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that included in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer14D-9. Parent and its counsel shall will be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to will provide Parent and its counsel copies of with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company will respond promptly to any comments of the SEC or its staff with respect to the 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 Parent with a summary list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or its Representatives may reasonably request. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser and their agents will hold in confidence the information contained in any such comments received orally promptly labels, listings and files and 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 extracts 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 receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawsOffer Acceptance Time.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this each of the Merger Agreement, the Option Release Agreementthis Fourth Amendment and, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), Transactions are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents Merger Agreement, as amended by the Company this Fourth Amendment and the consummation of the transactions contemplated hereby and thereby, including the Offer and the MergerTransactions, and such approval constitutes approval of the foregoing for the purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and Offer, approval and adoption of Merger Agreement, as amended by this Agreement 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 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 result of such execution, delivery and performance or such consummation. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the The Company hereby agrees to file with the SEC simultaneously with the filing by Merger Sub of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing such recommendations of the recommendation referred Board of Directors of the Company in favor of the Transactions and otherwise complying with Rule 14d-9 under the Exchange Act. The Schedule 14D-9 shall comply in all material respects with the Exchange Act and any other applicable law and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in clause (iii) above (accordance with the Exchange Act and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) thereunder and to mail such Schedule 14D-9 to the stockholders of the Companyany other applicable law. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Merger Sub and the Company each agree to promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the stockholders holders of the CompanyCompany Common Stock, in each case as and to the extent required by applicable securities lawslaw. (c) In connection with execution of this Fourth Amendment, the Company shall promptly furnish, or cause its transfer agent to furnish, Merger Sub with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of the Company Common Stock as of the latest practicable date and shall furnish, or cause its transfer agent to furnish, Merger Sub with such information and assistance (including updated lists of stockholders, mailing labels and lists of security positions) as Merger Sub or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Company Common Stock.

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

Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (The Company represents that the "Board" or "Company Board of Directors") (, at a meeting duly called and held) held has (i) unanimously determined that this each of the Agreement, the Option Release AgreementOffer, the Non-Compete and Termination Agreement Merger and the Termination and Release Option Agreement (collectively, the "Transaction Documents"as hereinafter defined) and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders shareholders of the Company, (ii) duly approved this Agreement, the execution, delivery Option Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Offer and the MergerMerger (collectively, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCLTransactions"), and duly approved the Offer and the Merger ------------ in accordance with Section 1101 of the GCL, and (iii) resolved to recommend acceptance that the shareholders of the Company accept the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered tender their shares thereunder to the Board its opinion to the effect that, as of the date of Purchaser and approve and adopt this Agreement and based upon and the Merger (provided, however, that subject to and in accordance with the matters set forth thereinprovisions of Section 5.3, the cash consideration to such recommendation may be received by the holders of Company Common Stock withdrawn, modified or amended in the Offer and the Merger is fair to such holders from connection with a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws Superior Proposal (as defined in Section 4.1(c)(ii5.3)). (b) As soon as practicable on or after consultation with independent counselthe date the Offer is commenced, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments or supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall, subject -------------- to the provisions of Section 5.3(c) contain the recommendation referred to in clause (iii) above (of Section 1.2(a) hereof. 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 or sent 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 furnished by Parent or the Purchaser expressly for inclusion in the Schedule 14D-9. No representation, warranty or covenant is made or shall be made herein by Parent or the Purchaser with respect to information contained in the Schedule 14D-9 other than the information required supplied by Section 14(f) of Parent or the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, Purchaser in writing expressly for inclusion in the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company14D-9. The Company will use its best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall SEC and to be filed and mailed no later than 10 business days following the commencement disseminated to holders of the Offer. Parent Shares, in each case, as and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SECextent required by applicable federal securities laws. The Company agrees shall mail, or cause to provide be mailed, such Schedule 14D-9 to the shareholders of the Company at the same time the Offer Documents are first mailed to the shareholders of the Company together with such Offer Documents. Each of the Company, on the one hand, and Parent and its counsel copies of any written comments the Company or its counsel may receive from Purchaser, on the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentother hand, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable federal securities laws. Parent and its counsel 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, the Purchaser and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of Shares, each as of a recent date, and shall promptly furnish the Purchaser with such additional information (including, but not limited to, updated mailing labels, security position listings and available listings or computer files containing the names and addresses of all record holders of Shares).

Company Actions. The Company hereby consents to the Offer and the Merger and represents that and warrants that: (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)is fair to, are fair to and in the best interests interest of, the holders of the stockholders of Offer Securities and declared that the CompanyOffer and the Merger are advisable, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, Merger and such approval constitutes approval for purposes of Section 203 adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, as amended (the "DGCL"), Law and (iii) resolved to recommend recommended acceptance of the Offer and approval and adoption of this Agreement by the holders stockholders of the Company; PROVIDED, HOWEVER, that prior to the purchase by Sub of the Offer Securities pursuant to the Offer and the Merger, the Company Common Stock; and may withdraw or modify in a manner adverse to Parent or Sub such recommendation, PROVIDED THAT the Company has complied with its obligations pursuant to Section 6.6. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") CSFB has delivered to the Board of Directors of the Company its opinion to that the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders stockholders of Company Common Stock in the Company, other than Parent and any direct or indirect subsidiary of Parent (including Sub), pursuant to the Offer and the Merger is fair to such holders stockholders from a financial point of view view, subject to the assumptions and qualifications contained in such opinion. The Company has provided to Parent a true and correct copy of such fairness opinion. (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)c) after consultation with independent counsel, the The Company hereby agrees to shall file with the SEC Commission, as soon as reasonably practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") ), containing the recommendation recommendations referred to in clause (iii) above (and the information required by Section 14(fa) of the Securities Exchange Act of 1934, as amended (together with all rules this Section 2.2 and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause disseminate the Schedule 14D-9 to be filed on as required by Rule 14d-9 under the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the OfferExchange Act. Parent and its Sub and their counsel shall be given a reasonable opportunity to review and comment upon the Schedule l4D-9 prior to its filing with the Commission. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the Schedule 14D-9 prior date filed with the Commission and on the date first published, sent or given to the Company's filing holders of Offer Securities, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments circumstances under which they are made, not misleading, except that no representation is made by the Company or its counsel may receive from the SEC or its staff with respect to any information supplied by Parent or Sub in writing for inclusion in the Schedule 14D-9 14D-9. Each of the Company, on the one hand, and a summary of any such comments received orally promptly after Parent and Sub, on the receipt thereof. Parentother hand, Sub and the Company each agree agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information the Schedule 14D-9 shall be, or have become false or misleading in any material respect respect; and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to the stockholders holders of the CompanyOffer Securities, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Parent and its counsel with information with respect to any oral comments and copies of any written comments the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate in the response of the Company to such comments, including by participating with the Company and its counsel in any discussions with the Commission or its staff. (d) In connection with the Offer, the Company shall promptly furnish Sub with mailing labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Offered Securities as of the most recent practicable date and shall furnish Sub with such additional information (including, but not limited to, updated lists of holders of Offered Securities and their addresses, mailing labels and lists of security positions) and such other assistance as Sub or its agents may reasonably request in communicating the Offer to the holders of Offered Securities. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and its Affiliates shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, shall deliver to the Company all copies of such information in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board the Company Board, based on the unanimous recommendation of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) Special Committee, has (i) determined that approved this Agreement, (ii) determined that each of the Option Release Agreement, the Non-Compete and Termination Agreement Offer and the Termination Merger are advisable and Release Agreement (collectivelyfair to, and in the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (iii) received the opinion of ▇▇▇▇▇▇ Brothers, Inc., financial advisor to the Company (the "Transaction DocumentsFINANCIAL ADVISOR"), to the effect that, subject to the assumptions therein stated, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as hereinafter defined) pursuant to the Merger is fair to the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub) from a financial point of view, (iv) resolved to approve the Offer, the Merger and this Agreement and the transactions contemplated hereby or therebyhereby, including the Offer and the Merger (collectively, the "TRANSACTIONS") (such approval and adoption having been made in accordance with the MGBCL (as defined in Section 2.1 hereofhereinafter defined)), are fair to and in the best interests of the stockholders of the Company, (iiv) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend recommended acceptance of the Offer and Offer, and, if applicable, the approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause further represents and warrants that (x) the Schedule 14D-9 to be filed on Special Committee has been duly authorized and constituted, and (y) the same date as Sub's Tender Offer Statement on Schedule 14D-1 (Special Committee, at a meeting thereof duly called, unanimously determined that the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement terms of each of this Agreement, the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on , the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub Merger and the Company each agree promptly to correct any information provided other transactions contemplated by it for use this Agreement are advisable and fair to, and in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to best interests of, the stockholders of the CompanyCompany (other than Parent, the Offer Affiliates and Merger Sub), and unanimously determined to recommend that the Company Board (1) approve this Agreement and the transactions contemplated hereby, (2) determine that each of this Agreement, the Offer and the Merger is advisable and fair to, and in each case as the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (3) recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the extent required Offer, and (4) recommend that the Company's stockholders approve and adopt this Agreement, if applicable. The Company has been advised by each of its directors that each such person either intends to tender pursuant to the Offer all Shares owned by such person or vote all Shares owned by such person in favor of the Merger. (b) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Parent mailing labels, security position listings and any available listings or computer files containing the names and addresses of all holders of record of the Shares as of a recent date, and shall furnish Parent with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and such assistance as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable securities lawsLaw, and except for such steps as are necessary to disseminate the Offer Documents (as hereinafter defined) and any other documents necessary to consummate the Merger, Parent and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files and all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver to the Company all copies, extracts or summaries of such information in their possession or the possession of their agents.

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors of the Company (the "Company Board" or "Board of Directors") (), at a meeting duly called and held) , has unanimously duly adopted resolutions (i) determined determining that this Agreementthe Offer, the Option Release Agreement, the Non-Compete and Termination Agreement Merger and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), other Transactions are fair to and in the best interests of the stockholders of the Company, (ii) approved approving (A) the execution, delivery and performance acquisition of the Transaction Documents Company by Parent on the Company terms and subject to the conditions set forth in this Agreement and (B) the Offer, the Merger and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL")other Transactions, (iii) resolved approving this Agreement and (iv) recommending that the stockholders of the Company accept the Offer, tender their shares of Common Stock pursuant to recommend acceptance of the Offer and approval and adoption adopt this Agreement. The Company represents that the Company Board has received the opinion of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "Financial Advisor▇▇▇▇▇▇ ▇▇▇▇▇▇▇") has delivered to that the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company shares of Common Stock in pursuant to the Offer and the Merger is fair to such holders from a financial point of view view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. (b) On the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred to recommendations described in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner1.02(a) and to shall as promptly as practicable thereafter mail such the Schedule 14D-9 to the stockholders of the Company. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's 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 will with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub shall promptly correct any information provided by it for use its best efforts in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed SEC and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior disseminated to the Company's filing of stockholders, in each case as and to the Schedule 14D-9 with the SECextent required by applicable Federal securities laws. The Company agrees to shall provide Parent and its counsel copies of in writing with any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. ParentSubject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Company each agree Merger and, if this Agreement shall be terminated, shall, upon request, promptly to correct any information provided by it for use in the Schedule 14D-9 if and deliver to the extent that any Company all copies of such information shall have become false or misleading then in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities lawstheir possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) has (i) determined that , at which all directors were present, duly and unanimously adopted resolutions approving this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, determining that the Offer and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (Merger are advisable and that the "DGCL"), (iii) resolved to recommend acceptance terms of the Offer and approval the Merger are fair to, and adoption of this Agreement by in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve the Merger; provided, however, that such approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if a majority of the Board of Directors of the Company Common Stock; and determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's duties under applicable law. The Company represents that its Board of Directors has received the opinion of CS First Boston Corporation (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial AdvisorFirst Boston") has delivered to that the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash proposed consideration to be received by the holders of Company Common Stock in stockholders pursuant to the Offer and the Merger is fair to such holders the Company's stockholders from a financial point of view view. The Company has been authorized by First Boston to permit, subject to prior review and consent by First Boston (such consent not to be unreasonably withheld), the "Fairness Opinion"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 ; provided, however, that such recommendation may be withdrawn, modified or amended at any time or from time to time if a majority of the Board of Directors of the Company determines, in its fiduciary good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's duties under applicable Laws law. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (as defined in Section 4.1(c)(ii)b) after consultation On the date the Offer Documents are filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendation referred described in paragraph (a) (subject to in clause (iii) above (and the information required by Section 14(f) withdrawal, modification or amendment of such recommendation at any time or from time to time if the Board of Directors of the Securities Exchange Act Company determines, in its good faith judgment, based on the opinion of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information independent outside legal counsel to the Company in Company, that failing to take such action would constitute a timely mannerbreach of such Board's duties under applicable law) and to shall mail such a copy of the Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement Each of the Offer. Company, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company Sub agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect 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 the stockholders of the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment 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 the Company or counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent or Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their reasonable best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

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

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

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held, has, based upon the unanimous approval and recommendation of the Special Committee, unanimously (with Messrs. Gronefeld and Le Blanc abstaining) has (i) determined that it is advisable for Purchaser to acquire the Company on the terms and subject to the conditions set forth herein, (ii) determined that the terms of this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or therebyTransactions, including the Offer and the Merger (as defined in Section 2.1 hereof)Share Exchange, are fair to and in the best interests of the stockholders of the CompanyCompany and its unaffiliated shareholders, (iiiii) approved the execution, delivery and performance of the Transaction Documents by the Company adopted this Agreement and the consummation of the transactions contemplated therebyTransactions, including the Offer and the MergerShare Exchange, in all respects and such approval constitutes approval of the Offer, this Agreement and the Share Exchange for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL")KBCA, (iiiiv) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the that holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Public Shares accept the "Financial Advisor") has delivered to the Board its opinion to the effect thatOffer, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock tender their Public Shares in the Offer and to the Merger is fair to such holders from a financial point extent required, that the shareholders of view the Company approve and adopt this Agreement and the Share Exchange (the "Fairness Opinion"“Recommendation”) and (iv) taken all other actions necessary to exempt the Offer, the Share Exchange, this Agreement and the Transactions from any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination,” “affiliated transaction” or other form of anti-takeover Law (“Takeover Law”) or, to the extent not exempted, to satisfy any applicable requirements thereof (clauses (i)-(iv), collectively, the “Board Actions”). Subject The Company consents to its fiduciary duties under applicable Laws the inclusion of such approval and Recommendation in the Offer Documents. (as defined in Section 4.1(c)(ii)b) after consultation On the date the Offer Documents are first filed with independent counselthe SEC, the Company hereby agrees to shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (with respect to the "Schedule 14D-9") Offer containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended Recommendation (together with all rules amendments and regulations thereundersupplements thereto, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner“Schedule 14D-9”) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to shall cause the Schedule 14D-9 to be filed on disseminated to the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together holders of Public Shares with the Offer Documents; PROVIDED , in each case in a manner that in any event the Schedule 14D-9 complies with applicable Laws. The Company shall be filed and mailed no later than 10 business days following the commencement deliver copies of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing proposed form of the Schedule 14D-9 to Purchaser within a reasonable time prior to the filing thereof with the SEC. The Company agrees to provide Parent SEC for review and comment by Purchaser and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentcounsel, Sub and the Company each agree shall give reasonable and good faith consideration to any comments made by Purchaser and its counsel. Each of the Company and Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the or as otherwise required by applicable Law. 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 14D-9, as so corrected amended or supplemented, to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyPublic Shares, in each case as and to the extent required by applicable federal securities lawsLaws. The Company shall provide Purchaser and its counsel with (i) any written comments or other communications, and shall inform them 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 and (ii) a reasonable opportunity to review and comment on any written or oral responses to such comments (to which reasonable and good faith consideration shall be given). The Company agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) In connection with the Offer, the Company will promptly furnish Purchaser with mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Public Shares as of a recent date and shall furnish Purchaser with such additional information and assistance (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) as Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Public Shares.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Special Committee and the Board" or "Board of Directors") (, at a meeting meetings duly called and held) has held on the date or dates on or before which the parties entered into this Agreement and the Tender and Option Agreement, have unanimously adopted resolutions (i) determined determining that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company's shareholders (other than Purchaser, Acquisition Sub and their affiliates); (ii) approved approving this Agreement and the executiontransactions contemplated hereby (including, delivery and performance without limitation, (x) the acquisition of the Transaction Documents Company by Purchaser or any of its affiliates, and any purchase of Shares in connection therewith, by means of this Agreement, the Offer, the Merger and the Tender and Option Agreement, and any other transactions conducted to effectuate the acquisition of the Company by Purchaser or its affiliates in accordance with this Agreement ("Other Transactions")) and (y) any other transactions contemplated hereby and by the foregoing clause (x)); (iii) resolving to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Sub and approve and adopt this Agreement and the Merger, subject to the Company's rights pursuant to Section 5.2; (iv) approving all of the actions and transactions referenced herein, with the consequences that the requirements for "business combinations" set forth in Sections 14-2-1110 through 14-2-1133 of the GBCC will not be applicable to the Merger; and (v) approving an amendment to the Rights Agreement, as necessary (the "Rights Amendment"), (A) to prevent this Agreement, the Tender and Option Agreement or the consummation of any of the transactions contemplated hereby or thereby, including without limitation, the publication or other announcement of the Offer and the consummation of the transactions contemplated thereby, including the Offer and the Merger, from resulting in the distribution of separate right certificates or the occurrence of a Distribution Date (as defined therein) and such approval constitutes approval for purposes of Section 203 (B) to provide that neither the Purchaser nor Acquisition Sub shall be deemed to be an Acquiring Person (as defined therein) by reason of the Delaware General Corporation Law, as amended (transactions expressly provided for in this Agreement and the "DGCL"), (iii) resolved Tender and Option Agreement. The Company hereby consents to recommend acceptance the inclusion in the Offer Documents of the Offer recommendation of the Special Committee and the Board described in the immediately preceding sentence. The Company shall not amend, revoke, withdraw or modify the approval of Purchaser's acquisition of the Company Common Stock by reason of the Offer, the Merger or the Tender and adoption Option Agreement so as to render the restrictions of Sections 14-2-1110 through 14-2-1133 of the GBCC applicable thereto; provided, however, that the Company may take any such action if this Agreement has been terminated pursuant to Section 7.1(g) hereof and Acquisition Sub has been paid the fees contemplated by the holders of Company Common Stock; and Section 7.3 hereof. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (Concurrently with the "Financial Advisor") has delivered to the Board its opinion to the effect that, as commencement of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselOffer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including the exhibits thereto, the "Schedule 14D-9") containing which, except as provided in Section 5.2, shall contain the recommendation statements to the same effect as those referred to in clause (iiiSection 1.2(a) above (hereof. The Schedule 14D-9 will comply in all material respects with the provisions of applicable Federal securities laws, and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations promulgated thereunder, and, on the "Exchange Act")date filed with the SEC and on the date first published, so long as Parent shall have furnished such information sent or given to the Company 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 a timely manner) and order to mail such Schedule 14D-9 to make the stockholders statements therein, in light of the Companycircumstances under which they were made, not misleading, except that no covenant is made by the Company with respect to information supplied by Purchaser and Acquisition Sub in writing specifically for inclusion in the Schedule 14D-9. The Company will use its best efforts 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 same date as one hand, and Purchaser and Acquisition Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment , on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders each of the Companyholders of the Shares, in each case as and to the extent required by applicable Federal securities laws. Purchaser, Acquisition Sub and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Purchaser, Acquisition Sub and its counsel in writing any comments 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 advise Purchaser, Acquisition Sub and its counsel of the substance of all communications received by the Company from the SEC and its staff relating to the Schedule 14D-9, the Merger, this Agreement or the transactions contemplated hereby. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Acquisition Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Acquisition Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Acquisition Sub may reasonably request in communicating the Offer to the Company's shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company, all copies and any extracts or summaries from such information then in their possession or control.

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

Company Actions. Section 1.2.1 The Company hereby consents shall, after affording each of Parent and the Purchaser a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares an Information Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that (a) its Board the Company Board, based on the recommendation of Directors (the "Board" or "Board of Directors") (Special Committee, at a meeting duly called and held) held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and each of the transactions contemplated hereby or therebyhereby, including each of the Offer and the Merger (as defined in Section 2.1 hereof)Merger, are is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) approved the executionOffer and adopted this Agreement in accordance with the DGCL, delivery and performance (C) recommended acceptance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the MergerOffer, and such approval constitutes approval for purposes of (D) taken all other action necessary to render Section 203 of the Delaware General Corporation LawDGCL inapplicable to the Offer, as amended (the "DGCL")Merger and the Purchaser Stock Option Agreement; provided, (iii) resolved to recommend acceptance of the Offer however, that such recommendation and approval may be withdrawn, modified or amended to the extent permitted by Section 5.3.3. In addition, the Schedule 14D-9 will set forth, and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmfurther represents, that, prior to the execution hereof, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ (the "“Company Financial Advisor"”) has delivered to the Board Special Committee its written opinion to the effect that, as of September 21, 2005 the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to such the holders of Shares from a financial point of view (view. The Company hereby consents to the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined inclusion in Section 4.1(c)(ii)) after consultation with independent counsel, the Offer Documents of the recommendations of the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to Board described in clause (iii) above (this Section 1.2.1 and the information required by Section 14(f) terms of the Securities Exchange Act opinion of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders Financial Advisor. Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement each of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parentother hand, Sub and the Company each agree promptly to correct any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect misleading, and each of the Company, Parent and the Company Purchaser further agrees agree to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case as and to the extent required by applicable federal securities laws. Section 1.2.2 The Company will promptly, and from time to time as requested by the Purchaser, furnish the Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any listing or computer list containing the names and addresses of the record holders of the Shares as of the most recent practicable date that are in the Company’s possession or control and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating to the Company’s record and beneficial stockholders.

Company Actions. (a) The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Company Board" or "Board of Directors") (, at a meeting duly called and held) , has unanimously (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), Transactions are fair to and in the best interests of the stockholders of the Company’s shareholders, (ii) approved and declared advisable this Agreement and the execution, delivery and performance Transactions in accordance with the requirements of the Transaction Documents by Texas Act, and (iii) resolved, subject to Sections 1.2 and 6.4, to recommend that shareholders of the Company and the consummation of the transactions contemplated thereby, including accept the Offer and tender their shares of Common Stock pursuant to the MergerOffer and, and if necessary, under applicable Laws, adopt this Agreement (such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), recommendation set forth in this clause (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of “Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"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 fiduciary duties under applicable Laws 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 defined 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 4.1(c)(ii)6.4 in connection with such Adverse Change Recommendation; (ii) the Company Board determines in good faith, after consultation with independent 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 outside legal counsel, the Company hereby agrees Board shall have determined, in good faith, that such Takeover Proposal remains a Superior Proposal and that the failure to make the Adverse Change Recommendation would be inconsistent with the fiduciary duties of the Company Board under applicable Laws. Issuance of any “stop, 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 day that the Offer is commenced, following the filing of the Offer Documents, the Company shall use its reasonable best efforts to 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 any exhibits, amendments or supplements thereto, the "“Schedule 14D-9"”) containing the recommendation referred that, subject to in clause (iii) above (Sections 1.2 and the information required by Section 14(f) of the Securities Exchange Act of 19346.4, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to reflect the Company in a timely manner) and to mail such Board Recommendation. The Company agrees that it will cause the Schedule 14D-9 to comply in all material respects with the stockholders Exchange Act and other applicable Laws. Each of Parent, Merger Sub and the Company agrees to respond promptly to any comments of the Company. The SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company will further agrees to use its best all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that SEC and to promptly be disseminated to holders of shares of Common Stock, in any event each case as and to the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offerextent required by applicable federal securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the Company's filing of the Schedule 14D-9 thereof with the SECSEC (other than any amendment effecting an Adverse Change Recommendation in accordance with this Agreement). The Company agrees to provide Parent and its counsel copies with a written copy of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments and a summary any written responses thereto, and to promptly inform them of any such oral comments received orally promptly after the receipt thereofor other communications. Parent, Sub Parent and its counsel shall be given a reasonable opportunity to review and comment upon any written responses and to participate in any oral responses and the Company each agree promptly shall give due consideration to correct any information provided all reasonable additions, deletions or changes, as applicable, suggested thereto by it for use in Parent and its counsel. (e) In connection with the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and Offer, the Company further agrees shall cause its transfer agent to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed promptly furnish Parent with the SEC and to be disseminated to the stockholders a list of the Company’s record shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Common Stock, any non-objecting beneficial owner lists and any available listings of securities positions of record holders of shares of Common Stock held in stock depositories, in each case as and case, to the extent required by applicable Company’s knowledge, true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities lawspositions) and such other assistance as Parent may reasonably request in connection with communicating the Offer to the record and beneficial holders of shares of Common Stock. Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control or under the control of any of their representatives or agents in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Company Board of Directors") (, at a meeting duly called and held) , has (i) unanimously determined that this each of the Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger and the Option Agreement (as defined in Section 2.1 hereof), hereinafter defined) are fair to and in the best interests of the stockholders of the Company, (ii) duly approved this Agreement, the executionOption Agreement, delivery the Stockholder Agreement, and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, (collectively, the "Transactions"), and such approval constitutes approval of ------------ the Offer, this Agreement, the Stockholder Agreement, the Option Agreement and the transactions contemplated hereby and thereby, including the Merger, for purposes of Section 203 of the Delaware General Corporation LawDGCL, as amended (such that Section 203 of the "DGCL")DGCL will not apply to the transactions contemplated hereby or thereby, and (iii) resolved to recommend acceptance that the stockholders of the Offer Company accept the Offer, tender their Shares thereunder to the Purchaser and approval approve and adoption of adopt this Agreement by and the holders of Company Common Stock; and Merger. (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (As soon as practicable after the "Financial Advisor") Purchaser has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in filed the Offer and Documents with the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counselSEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments or supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall, subject to the provisions of Section 5.3(c) --------------- contain the recommendation referred to in clause (iii) above (of Section 1.2(a) hereof. 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 or sent 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 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 furnished by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of the Shares, in each case, as and to the extent required by Section 14(f) of the Securities Exchange Act of 1934applicable Federal securities laws. The Company shall mail, as amended (together with all rules and regulations thereunderor cause to be mailed, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company at the same time the Offer Documents are first mailed to the stockholders of the Company together with such Offer Documents. Each of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed , on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment the Purchaser, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally other hand, will promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to (i) correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders holders of the CompanyShares, in each case case, as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, the Purchaser and their counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of Shares, each as of a recent date, and shall promptly furnish the Purchaser with such additional information (including, but not limited to, updated mailing labels, security position listings and available listings or computer files containing the names and addresses of all recordholders of Shares) and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares.

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

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

Company Actions. The (a) Company hereby approves of and consents to the Offer and represents that (ai) its Board of Directors (the "Board" or "Board of Directors") (, at a meeting duly called and held) , has (iA) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, (including the Offer and the Merger (as defined in Section 2.1 hereof), Merger) are fair to and in the best interests of the stockholders of the Company and Company's stockholders, (iiB) approved the execution, delivery this Agreement and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, hereby (including the Offer and the Merger), and (C) assuming that neither Parent nor Newco is an Interested Stockholder (as such approval constitutes approval for purposes of term is defined in Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), immediately prior to the Board of Directors of Company taking the actions described in this Section 1.02, taken all other actions necessary to render the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement and the Stockholder Agreement, and the transactions contemplated hereby and thereby and (iiiD) resolved to recommend acceptance of that the Offer and approval and adoption of this Agreement by the holders stockholders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (accept the "Financial Advisor") has delivered to the Board its opinion to the effect thatOffer, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders tender all their shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement and the transactions contemplated hereby (provided, however, that such recommendation may be modified, withdrawn or amended, but only to the extent that Company complies with the provisions of Section 6.07) and (ii) Credit Suisse First Boston Corporation ("First Boston") has rendered to the Board of Directors of Company its opinion, as described in Section 4.01(o). Company hereby consents to the inclusion in the Offer Documents of the recommendations of Company's Board of Directors described in clause (i)(D) above, and has obtained the Merger is fair consent of First Boston to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws inclusion in the Schedule 14D-9 (as defined in Section 4.1(c)(ii1.02(b)) after consultation with independent counselof a copy of the written opinion referred to in clause (ii) above. (b) Upon commencement of the Offer, the Company hereby agrees to shall promptly file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall contain the recommendation referred to in clause (iii) above (and the information required by Section 14(fi)(D) of the Securities Exchange Act of 1934Section 1.2(a); provided, as amended (together with all rules and regulations thereunderhowever, the "Exchange Act")that such recommendation may be modified, so long as Parent shall have furnished such information withdrawn or amended, but only to the extent that Company in a timely manner) and complies with the provisions of Section 6.07. Company agrees to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to Company's stockholders, in each case as and to the extent required by applicable federal securities laws and any other applicable law. Each of Company, on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed one hand, and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment Newco, on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company other hand, agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information it shall have become false or and misleading in any material respect respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company's stockholders, in each case as and to the extent required by applicable federal securities lawslaws and any other applicable law. Parent and its counsel shall be given the opportunity to review the Schedule 14D-9 before it is filed with the SEC. In addition, Company agrees to provide Parent and its counsel in writing with any comments 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 Newco shall cooperate with Company in responding to any comments received from the SEC with respect to the Schedule 14D-9 and amending the Schedule 14D-9 in response to any such comments. (c) In connection with the Offer, if requested by Newco, Company shall promptly furnish, or cause to be furnished, to Newco mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the shares of Company Common Stock as of a recent date, and shall furnish Newco with such information and assistance (including updated information) as Newco or its agents may reasonably request in communicating the Offer to Company's stockholders. Parent and Newco agree to use such materials only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will promptly return all copies of such materials then in their possession or control (or the possession or control of their agents or representatives) to the Company or destroy such materials and provide Company with a signed written statement stating that such materials were destroyed.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (a) its the Board of Directors (of the "Board" or "Board of Directors") (Company, at a meeting duly called and held) , has (i) determined that this each of the Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), 2.1) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) approved this Agreement, the executionOffer, delivery the acquisition of Shares pursuant to the Offer and performance the Merger for purposes of Section 912 of the Transaction Documents NYBCL (the "Section 912 Approval"), (iii) received the written opinion of the Company's financial advisor, Fleet Securities, Inc., a New York corporation ("Fleet"), to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the shareholders of the Company from a financial point of view, (iv) approved this Agreement and the consummation of the transactions contemplated therebyhereby, including the Offer and the MergerMerger (collectively, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCLTransactions"), ) and (iiiv) resolved to recommend acceptance that the shareholders of the Offer Company accept the Offer, tender their Shares thereunder to Purchaser and approval approve and adoption of adopt this Agreement and the Merger. The Company has been advised by the holders each of Company Common Stock; its directors and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, by each executive officer who as of the date hereof is actually aware of this Agreement and based upon and subject the Transactions that each such Person currently intends to tender pursuant to the matters set forth thereinOffer all Shares owned by such Person. (b) In connection with the Offer, the cash consideration Company will promptly furnish or cause to be received by furnished to Purchaser mailing labels, security position listings and any available listings or computer files containing the names and addresses of all holders of Company Common Stock record of the Shares as of a recent date, and shall furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and such assistance as Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files and all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counseland, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934if this Agreement shall be terminated, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information will deliver to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders all copies, extracts or summaries of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false in their possession or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders possession of the Company, in each case as and to the extent required by applicable securities lawstheir agents.

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