Common use of Company Actions Clause in Contracts

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, the Company Board Recommendation and shall cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On on the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall simultaneously file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”)as amended from time to time, the “Schedule 14D-9”) containing, subject describing the recommendations referred to in Section 5.3, the Company Board Recommendation 3.3(b) and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3Shareholders. Each of the Company, Parent, Parent and Merger Sub Buyer shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShareholders, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 Federal securities Laws and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub other applicable Laws. Parent and Buyer and their counsel a reasonable shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the Schedule 13E-3 filing thereof with the SEC. The Company shall provide Parent and its counsel in writing with any comments or amendment or supplement or response, and other communications the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments 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 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such commentsother communications. (cb) The Schedule 14D-9 shall also reflect that Parent and Buyer will take all steps necessary to cause the Merger is governed by Section 251(h) of Offer Documents to be disseminated to the DGCL Company Shareholders in accordance with applicable state and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in federal Laws. In connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedOffer, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent toto furnish Buyer promptly, furnish Parent and Merger Sub and their agents promptly (and but in any event within five (5) Business Days) three business day after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub Agreement, with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub Buyer such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company 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 TransactionsOffer, Parent and Merger Sub Buyer shall, and shall cause their representatives shall use agents to, hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall destroy shall, upon request, promptly deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companycontrol.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendationrecommendation of the Company's board of directors described in Section 4.04(d). (b) On Subject to Section 5.03, on the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule 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 or supplemented from time to time, and together with all amendments the information required to be provided by Section 14(f) of the Exchange Act and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto14f-1 promulgated thereunder, the “Schedule 13E-3”), the “"Schedule 14D-9”") containing, subject containing the recommendations referred to in Section 5.3, the Company Board Recommendation 4.04(d) and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3Stock. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have originally been or shall have become false or misleading in any material respect, (whether by virtue of a material misstatement, material omission or otherwise), and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockCompany's stockholders, in each case as soon as and to the extent required by or deemed advisable under applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given 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 Schedule 13E-3 or amendment or supplement or responseCompany. The Company shall provide Parent and its counsel in writing with any written comments (and orally, and any oral comments) the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it receipt of such comments and shall use consult with Parent and its commercially reasonable efforts counsel prior to respond promptly responding to such commentscomments and shall give due regard to any comments made by such parties. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of Offer and the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedMerger, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, to furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable 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 any non-objecting beneficial ownership lists, and all other information in the Company’s 's possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company's stockholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Transactionsand the other transactions contemplated by this Agreement, Parent and Merger Sub and their representatives shall use hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall destroy shall, upon request, deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companypossession.

Company Actions. (a) The Company hereby approves shall file on the date of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in commencement of the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, in accordance with Rule 14d-9 under the Company shallExchange Act, concurrently with the filing of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, that shall contain the Company Board Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL; provided, however, that such document shall not be required to include the Company Board Recommendation if the Company Board shall have made a Change in the Company Board Recommendation in accordance with Section 7.01(d). Parent shall promptly furnish all information concerning Parent and its Affiliates to the Company as may be reasonably requested by the Company to be included therein. The Company shall promptly cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of shares of Company Common Stock Stock, as and to the extent required by United States federal securities all Applicable Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Each of Parent and Merger Sub shall promptly furnish or otherwise make available If, prior to the Acceptance Time, any event occurs with respect to the Company or any Subsidiary of the Company’s legal counsel upon request all , or any change occurs with respect to other information concerning Parent and Merger Sub that is required included by the Exchange Act or other applicable Law to be set forth Company in the Schedule 14D-9 (other than information supplied by Parent for inclusion therein), on the one hand, or the Schedule 13E-3 and all any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information concerning supplied by Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 14D-9, on the other hand, upon becoming aware of such information the Company or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub as applicable, shall promptly correct notify the other of such event and shall cooperate with the other in the prompt filing with the SEC of any information supplied by it necessary amendment or on its behalf for inclusion or incorporation by reference in supplement to the Schedule 14D-9 and, as required by Applicable Law, in disseminating the information contained in such amendment or the Schedule 13E-3 if and supplement to the extent that such information shall have become false or misleading in any material respect, and Company’s stockholders. So long as the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement Board has not made a Change in the Schedule 14D-9 or Company Board Recommendation in accordance with Section 7.01(d), the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, SEC or any request from the SEC for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Prior The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Schedule 14D-9. Notwithstanding the foregoing, so long as the Company Board has not made a Change in the Company Board Recommendation in accordance with Section 7.01(d), prior to filing of or mailing the Schedule 14D-9 (or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3thereto, the Company shall (i) provide Parent with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) consider in good faith all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, so long as the Company Board has not made a Change in the Company Board Recommendation in accordance with Section 7.01(d), Parent, Merger Sub and their counsel a reasonable opportunity shall have the right to review and comment on participate with the Schedule 14D-9 Company or its counsel regarding any discussions or meetings with the SEC related to the Offer, the Merger or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect other Contemplated Transactions to the Schedule 14D-9 or extent such participation is not prohibited by the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such commentsSEC. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement hereof, and from time to time thereafter as reasonably requested by Parent or Merger Sub with or its agents, furnish or cause to be furnished to Merger Sub mailing labels labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files available to it containing the names and addresses of the record holders or beneficial owners of Company Common Stock as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall promptly furnish Merger Sub with copies of all such information (including, but not limited to, updated lists of stockholdersholders of Company Common Stock and their addresses, mailing labels, security position listings and computer files any non-objecting beneficial ownership owner lists, ) and all such other information assistance as Merger Sub or its agents may reasonably request in communicating with the Company’s possession or control regarding the record and beneficial owners holders of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The preparation and dissemination of the Offer Documents and the solicitation of tenders of shares of Company Common Stock in the Offer (the date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as disseminated, the “Stockholder List Date.” 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 Transactions, ”). Parent and Merger Sub and their representatives respective Representatives shall use hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, transactions and, if this Agreement is terminated, shall destroy shall, upon request, deliver, and cause their agents to deliver, to the Company all copies copies, summaries and abstracts of such information then in their possession possession. (c) The Company shall instruct its transfer agent to register the transfer of shares of Company Common Stock accepted for payment effective immediately after the Acceptance Time; provided that Merger Sub pays for such shares of Company Common Stock at or under their control promptly upon the written request of the Companyimmediately after such transfer.

Company Actions. (a) The Subject to Section 5.2 and to any consents or approvals of the Company’s stockholders required under applicable Law, the Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendationtransactions contemplated hereby. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently in a manner that complies with Rule 14d-9 under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingwhich shall, subject to the provisions of Section 5.35.2, contain the Company Board Recommendation and shall cause the Schedule 14D-9 and the Schedule 13E-3 Recommendation. The Company further agrees to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all commercially reasonable steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesCompany, on the one hand, and the SECParent and Sub, on the other hand. Prior , agree to the filing of promptly correct and supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. The Company agrees to take all steps necessary to cause the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate 14D-9 as so corrected to an Adverse Recommendation Change) be filed with the SEC or dissemination thereof and disseminated to holders of the Shares, in each case as and to the holders of Company Common Stock, or responding to any comments of extent required by applicable Law. Parent and Sub shall be given the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or and any amendment thereto before filing with the Schedule 13E-3 or amendment or supplement or responseSEC, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreementinclude all additions, in the event deletions or changes thereto suggested by Parent and its legal counsel that the Company receives reasonably determines to be appropriate. In addition, the Company agrees to provide Parent and Sub any comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments, and to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form, and the Company shall incorporate in each response those views and comments of Parent and its legal counsel related thereto that the Company reasonably determines to be appropriate. (c) The Schedule 14D-9 Company shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required promptly furnish or cause to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels labels, security position listings and all available listings and computer files containing the names and addresses of the record holders of Company Common Stock the Shares as of the latest practicable date 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger or Sub with such other information and assistance (including periodically updated including, but not limited to, lists of stockholdersholders of the Shares, updated periodically, and their addresses, mailing labels and lists of security position listings and computer filespositions) as Parent or Merger Sub or its agent(s) may reasonably request in connection with the Offerrequest. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable Law, such information shall be held confidential by Parent and except for such Sub under the terms of the Confidentiality and Standstill Agreement, dated February 3, 2009 entered into between Tyco Healthcare Group LP, d/b/a Covidien and the Company (as amended, the “Confidentiality Agreement”). For the avoidance of doubt, the parties agree that the Confidentiality Agreement does not restrict steps as are necessary to prepare, file or disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Companytransactions contemplated hereby.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. shall (bi) On the date the Offer Documents are filed file with the SEC, the Company shall, concurrently with the filing by Parent and Merger Sub of the Schedule TOTO and the Offer Documents, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto thereto, and including all exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to except as provided in Section 5.36.3, the Company Board Recommendation and shall cause a notice of appraisal rights in accordance with Section 262 of the DGCL and (ii) take all steps necessary to disseminate the Schedule 14D-9 and promptly after commencement of the Schedule 13E-3 to be disseminated Offer to the holders of Company Common Stock Stockholders as and to the extent required by United States Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities Laws. To the extent requested by the Company, including Rule 14d-9 and Rule 13E-3 under Parent shall cause the Exchange ActSchedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Each of Parent and Merger Sub shall promptly furnish or otherwise make available in writing to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law or is reasonably requested by the Company to be set forth included in the Schedule 14D-9 or 14D-9. Parent, Merger Sub and the Schedule 13E-3 and all other Company shall cooperate in good faith to determine the information concerning regarding Parent and Merger Sub that may be reasonably requested by the Company for inclusion is necessary to include in the Schedule 14D-9 or the Schedule 13E-3in order to satisfy applicable Law. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on any of its behalf respective Representatives for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common StockStockholders, in each case as soon case, as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with by the SEC or dissemination thereof its staff or NASDAQ. Unless the Company Board has effected a Company Board Recommendation Change and except in connection with any communication pursuant to the holders of Company Common Stock, or responding to any comments Rule 14d-9(f) of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3Exchange Act, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable and good faith consideration to any such commentscomments made by Parent, Xxxxxx Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Offer Company Board has been terminated effected a Company Board Recommendation Change and except in accordance connection with any communication pursuant to Rule 14d-9(f) of the terms of this AgreementExchange Act, the Company shall provide in the event writing to Parent, Merger Sub and their counsel any and all written comments or other substantive communications (and shall orally describe any oral comments or other substantive oral communications) that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after such receipt, and unless the Schedule 13E-3, then it shall use its commercially reasonable efforts Company Board has effected a Company Board Recommendation Change and except in connection with any communication pursuant to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(hRule 14d-9(f) of the DGCL Exchange Act, the Company shall provide Parent, Merger Sub and contain and constitute their counsel a reasonable opportunity to participate in the notice formulation of any response to holders of Company Common Stock any such comments of the availability of appraisal rights in connection with SEC or its staff (including by providing a reasonable opportunity for Parent, Merger Sub and their counsel to review and comment on any such response, which comments the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date consider reasonably and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailedin good faith). The Company hereby consents to the inclusion in the Offer Documents of the determinations and approvals of the Company Board Recommendation set forth in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion final sentence of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents Section 4.4 and the Schedule 14D-9 are first disseminated is referred to as Company Board Recommendation, unless the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials Company Board has effected a Company Board Recommendation Change in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the CompanySection 6.3.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently in a manner that complies with Rule 14d-9 under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to the provisions of Section 5.35.3(d), contain the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, and represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby consents to the Offer and to the inclusion in the Offer Documents of a description of the Company Board Recommendation and shall the Fairness Opinion. The Company further agrees to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Shares, as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub the Purchaser shall promptly furnish or otherwise make available to provide the Company or in writing, for inclusion in the Company’s legal counsel upon request Schedule 14D-9, all information concerning Parent and Merger Sub the Purchaser that is required by under the Exchange Act or other applicable Law to be set forth included in the Schedule 14D-9 or 14D-9. The Company, on the Schedule 13E-3 one hand, and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in Purchaser, on the Schedule 14D-9 or the Schedule 13E-3. Each of the Companyother hand, Parent, and Merger Sub shall agree to promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 14D-9, if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and agrees to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawthe Exchange Act. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3Parent, the Company shall provide Parent, Merger Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreementinclude all additions, in the event deletions or changes thereto suggested by Parent and its legal counsel that the Company receives reasonably determines to be appropriate. In addition, the Company shall provide Parent, the Purchaser and their counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments, and any written or oral responses thereto. Parent, the Purchaser and their counsel shall be given the opportunity to review any such written responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock promptly furnish or cause to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallPurchaser mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels computer files containing the names and addresses of the record or beneficial holders of Company Common Stock the Shares as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall promptly furnish Purchaser with copies of all such information (including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels, security position listings and computer files any non-objecting beneficial ownership owner lists, ) and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other assistance and information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent the Purchaser or Merger Sub its agents may reasonably request in connection communicating with the Offer. The date record and beneficial holders of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List DateShares.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to Schedule 14D-9. As promptly as practicable on the Offer, the Merger and the other Merger Transactions and consents to the inclusion in day that the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws and Section 262 of the DGCL, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.36.1(b), shall reflect the Company Board Recommendation and include a notice of appraisal rights in accordance with Section 262 of the DGCL. Prior to such filing and dissemination the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. The Company agrees that it will cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request comply in all information concerning Parent and Merger Sub that is required by material respects with the Exchange Act or and other applicable Law Legal Requirements and for the notice to comply with Section 262 of the DGCL. The information contained in the Schedule 14D-9, as of its date, shall not be set forth false or misleading in any material respect and each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or and any amendment thereto prior to the Schedule 13E-3 or amendment or supplement or response, filing thereof with the SEC (and the Company shall give reasonable consideration to consider any such commentscomments in good faith). Unless the Offer Company’s Board of Directors has been terminated in accordance with the terms of this Agreementmade a Company Adverse Change Recommendation, in the event that the Company receives agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set respond promptly to any comments of the record date for the holders of Company Common Stock SEC or its staff with respect to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves Schedule 14D-9. As promptly as practicable (and, in any event, within three (3) Business Days) after the date of and consents to commencement of the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingwhich, subject to Section 5.36.3, shall contain the Company Board Recommendation and Recommendation. The Company shall cause the Schedule 14D-9 and the Schedule 13E-3 (i) to be promptly disseminated to the holders of Company Common Stock the Shares as and to the extent required by United States applicable federal securities Laws, including Rule 14d-9 Laws and Rule 13E-3 under (ii) to comply as to form in all material respects with the requirements of the Exchange Act, the applicable rules and regulations of the New York Stock Exchange and all other applicable Laws. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request in writing all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested required by the Company applicable federal securities Laws for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the The Company, Parenton the one hand, and each of Parent and Merger Sub Sub, on the other hand, shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information it shall be or shall have become false or misleading in any material respect, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of Company Common Stockthe Shares, in each case as soon case, as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC and disseminated to holders of Shares, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent and its counsel. In addition, the Company agrees to provide Parent and its counsel with any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event whether written or oral, that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL , to consult with Parent and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days its counsel prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents responding to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, any such comments and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish provide Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 stockholderssuch written responses (or if oral responses, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Datesummaries thereof).” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the initial Offer Documents are filed with the SEC, the Company shall, concurrently in a manner that complies with Rule 14d-9 promulgated under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing), which shall, subject to the provisions of Section 5.35.4, describe and make the Company Board Recommendation with respect to the Offer, and shall take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and Stock. Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under holders of Company Common Stock together with the Exchange ActOffer Documents disseminated to the holders of Company Common Stock. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Lawfederal securities Laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC, ) or any request from the SEC (or the staff of the SEC) for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain thereto) or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders stockholders of Company Common Stockthe Company, or responding to any comments of the SEC (or the staff of the SEC) with respect to the Schedule 14D-9 or the Schedule 13E-3thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment to propose comments on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement such document or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the recommendation of the board of directors of the Company and any other information contained in the Schedule 14D-9 14D-9. (b) In connection with the Offer Documents mailed or furnished to and the holders of Merger, the Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, to furnish Parent and Merger Sub and their agents promptly (and in any event within five fifteen (515) Business Days) days after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub Agreement) with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest most recent practicable date date, and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and listings, computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub shall keep confidential and their representatives shall use not disclose the information contained in any such labels, lists, listings and files files, in each case as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or under their control promptly upon in accordance with the written request of the CompanyConfidentiality Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger Offer and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On As promptly as reasonably practicable on the date of filing by Parent of the Offer Documents are filed with the SECDocuments, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with all exhibits, amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-314D-9”), the “Schedule 14D-9”) containing, subject to Section 5.3, which shall contain the Company Board Recommendation and Recommendation. The Company shall cause the Schedule 14D-9 to (i) include as an exhibit an Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder and (ii) comply as to form in all material respects with the requirements of applicable Law. If requested by the Company, Parent shall cause the Schedule 13E-3 14D-9 to be mailed or otherwise disseminated to the Company shareholders together with the Offer Documents. The Company shall cause the Schedule 14D-9 to be disseminated to the holders of Company Common Stock Shares, as and to the extent required by United States applicable federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange ActLaw. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all and Parent agrees to (x) promptly correct any information concerning Parent and Merger Sub that is required provided by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respectrespect and (y) correct material omissions therefrom, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon case, as and to the extent required by applicable federal securities Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, its staff or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company Nasdaq. Parent and its counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on the Schedule 14D-9 or and any amendments thereto prior to the Schedule 13E-3 or amendment or supplement or response, filing thereof with the SEC and the Company shall give reasonable due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel. In addition, the Company agrees to provide Parent and its counsel any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event whether written or oral, that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to receipt of such comments, and any written or oral responses thereto. Parent and its counsel shall be given a reasonable opportunity to review and comment upon such responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedOffer, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents to promptly (and in any event within five (5) Business Days) after Days following the date of this Agreement and from time to time thereafter as requested by hereof) furnish Parent or Merger Sub with mailing labels labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of Company Common Stock Shares as of the latest most recent practicable date and shall furnish Parent with such additional available information (including, but not limited to, periodic updates of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings information) and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub its agents or representatives may reasonably request in connection with communicating the OfferOffer to the record and beneficial holders of Shares. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as disseminated, the “Stockholder Shareholder List Date.” 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 Transactions, ”. Parent and Merger Sub and their representatives its agents shall use hold in confidence the information contained in any such labels, listings lists and files files, shall use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality AgreementOffer, and, if this Agreement is shall be terminated, shall destroy promptly deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such information then in their possession or under their control promptly upon the written request of and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. shall (bi) On the date the Offer Documents are filed file with the SEC, as promptly as reasonably practicable on the Company shallday the Offer is commenced, concurrently with after the filing by Parent and Merger Sub of the Schedule TOTO and the Offer Documents, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto thereto, and including all exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.36.1, the Company Board Recommendation and shall cause a notice of appraisal rights in accordance with Section 262 of the DGCL, and (ii) take all steps necessary to disseminate the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Stockholders as and to the extent required by United States Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities Laws, including Rule 14d-9 . Prior to such filing and Rule 13E-3 under dissemination the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d) of the DGCL. The Company agrees that it will cause the Schedule 14D-9 to comply in all material respects with the Exchange ActAct and other applicable Laws and for the appraisal rights notice to comply with Section 262 of the DGCL. To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents. Each of Parent and Merger Sub shall promptly furnish or otherwise make available in writing to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion to be included in the Schedule 14D-9 or so as to enable the Schedule 13E-3Company to comply with its obligations under this Section 1.2(a). Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on any of its behalf respective directors, officers, employees, Affiliates, agents or other Representatives for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common StockStockholders, in each case as soon as and to the extent required by applicable Law. The Company shall promptly notify Parent upon the receipt of any comments from the SECLaws, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with by the SEC or dissemination thereof to its staff or NASDAQ. Unless the holders of Company Common Stock, or responding to Board has effected a Company Board Recommendation Change and except in connection with any comments of the SEC disclosures made in compliance with respect to the Schedule 14D-9 or the Schedule 13E-3Section 6.1(d), the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable and good faith consideration to any such commentscomments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Offer Company Board has been terminated effected a Company Board Recommendation Change and except in accordance connection with any disclosures made in compliance with Section 6.1(d), the terms of this AgreementCompany shall provide in writing to Parent, in the event Merger Sub and their counsel any and all written comments or other communications (and shall orally describe any oral comments or other oral communication) that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after such receipt, and unless the Company Board has effected a Company Board Recommendation Change or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with any disclosures made in compliance with Section 6.1(d), the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedprovide Parent, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and counsel a reasonable opportunity to participate in the formulation of any event within five (5) Business Days) after the date of this Agreement and from time response to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses any such comments 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession SEC or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance its staff (including periodically updated lists of stockholdersby providing a reasonable opportunity for Parent, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in counsel to review and comment on any such labelsresponse, listings which comments the Company shall consider reasonably and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Companygood faith).

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, or as promptly thereafter as practicable (but in no event later than the first Business Day following the date on which the Offer Documents are filed), the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, includingas amended from time to time, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-314D-9”), the “Schedule 14D-9”) containing, subject to Section 5.3, including a description of the Company Board Recommendation (subject to Section 6.02) and shall cause disseminate the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Stock, as and to the extent required by United States applicable U.S. federal securities Laws, including Rule 14d-9 Law. The Schedule 14D-9 shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and Rule 13E-3 under the Exchange Actfairness opinion delivered by Centerview Partners LLC. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon case, as and to the extent required by applicable Law. The Except in connection with an Adverse Recommendation Change or any disclosures made in compliance with Section 6.02, Company shall promptly notify provide Parent upon the receipt and its counsel with copies of any comments from written comments, and shall inform Parent and its counsel of any oral comments, that the SEC, Company or any request its counsel may receive from the SEC for amendments or supplements, its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Except in connection with an Adverse Recommendation Change or the Schedule 13E-3any disclosures made in compliance with Section 6.02, and shall promptly provide Parent with copies of all written 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 prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and (including any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall (x) provide Parent, Merger Sub Parent and their its counsel a reasonable opportunity to review and comment on the such Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, response (it being understood that Parent and the Company its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any such commentscomments made by Parent or its counsel. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the The Company receives shall respond promptly to any comments from of the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed14D-9. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, (except to the inclusion of a copy of extent that the Schedule 14D-9 with Company Board shall have withdrawn or modified the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials Board Recommendation in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the CompanySection 6.02(b)).

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any supplements, amendments thereof or supplements and exhibits thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.36.1, the Company Board Recommendation and a notice of appraisal rights as contemplated by Section 262(d)(2) of the DGCL, which filing shall cause be made on the date that the Offer Documents are filed with the SEC, and shall mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders stockholders of the Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under Applicable Law. The Company shall cause the Exchange ActSchedule 14D-9 to comply in all material respects with Applicable Law. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or to comply with Rule 14d-9 under the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3Exchange Act. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall promptly take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders stockholders of Company Common Stockthe Company, in each case as soon as reasonably practicable and as and to the extent required by applicable Applicable Law; provided that any such filing of the Schedule 14D-9 shall not waive, extend or restart the notice period for purposes of Section 262(d)(2) of the DGCL. The Company shall promptly notify Parent upon the receipt of any comments from from, or material discussions with, the SECSEC with respect to the Schedule 14D-9, or any request from the SEC for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and (including any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or dissemination mailing thereof to the holders stockholders of Company Common Stockthe Company, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall provide Parent, Merger Sub Parent and their its counsel a reasonable opportunity to review and comment on the such Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable and good faith consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to Schedule 14D-9. As promptly as practicable on the Offer, the Merger and the other Merger Transactions and consents to the inclusion in day that the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws and Section 262 of the DGCL, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.36.1(b), shall reflect the Company Board Recommendation and include a notice of appraisal rights in accordance with Section 262 of the DGCL. Prior to such filing and dissemination the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. The Company agrees that it will cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under comply in all material respects with the Exchange ActAct and other applicable Laws and for the notice to comply with Section 262 of the DGCL. Each of Parent Parent, Purchaser and Merger Sub shall promptly furnish or otherwise make available to the Company agrees to respond promptly to any comments of the SEC or the Company’s legal counsel upon request all its staff and to promptly correct any information concerning Parent and Merger Sub that is required provided by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 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 and further agrees to use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be promptly filed with the SEC and to be promptly disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or and any amendment thereto prior to the Schedule 13E-3 or amendment or supplement or response, filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves Schedule 14D-9. As promptly as practicable after the Purchaser commences (within the meaning of and consents to Rule 14d-2 under the Offer, the Merger and the other Merger Transactions and consents to the inclusion in Exchange Act) the Offer Documents of and Parent causes the Company Board Recommendation. (b) On the date the Offer Documents are Schedule TO to be filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.37.1(b), shall reflect the Company Board Recommendation and include the notice and other information required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the extent required by United States federal securities Lawsstatements made therein, including Rule 14d-9 and Rule 13E-3 in light of the circumstances under the Exchange Actwhich they are made, not misleading. Each of Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available to the Company or the Company’s its legal counsel upon request all information concerning Parent and Merger Sub Purchaser and their stockholders that is may be required in connection with any action contemplated by this Section 2.2(a) so as to enable the Exchange Act or other applicable Law Company to be set forth comply with its obligations hereunder. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or prior to the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance filing thereof with the terms SEC. The Company agrees to provide Parent and its counsel with prompt notice of this Agreement, in the event any comments (whether written or oral) that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 (which notice shall include a copy of any written comments) and the Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the Schedule 13E-3, then it shall use opportunity to participate in any discussions with the SEC or its commercially reasonable efforts to respond promptly to staff concerning such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set respond promptly to any comments of the record date for the holders of Company Common Stock SEC or its staff with respect to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders 14D-9. Notwithstanding anything to the extent required by Section 262(d) of contrary herein, the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion obligations of the Company in this Section 2.2(a) shall not apply if the Company Board effects a Company Adverse Change Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, or has formally determined to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stockdo so. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On As soon as practicable on the date the Offer Documents are filed is commenced, the Company shall file, with the SEC, the Company Schedule 14D-9, which shall, concurrently subject to the provisions of SECTION 6.4(b), contain the recommendation referred to in SECTION 4.5(c) and shall file jointly with the filing of Parent the Schedule TO, file with /Schedule 13E-3. At the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect time the Offer Documents are first mailed to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3holders of Shares, the Company Board Recommendation and shall mail or cause to be mailed to the stockholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock the Shares, as and to the extent required by United States applicable federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Actlaws. Each of the Company, on the one hand, and Parent and Merger Sub shall Purchaser, on the other hand, will promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all correct any information concerning Parent and Merger Sub that is required provided by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the TO/Schedule 13E-3 if and to the extent that such information it shall have become false or misleading in any material respect, and the . The Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule TO/Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common Stockthe Shares, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company Parent and its counsel shall promptly notify Parent upon be given the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, opportunity to review the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent before it is filed with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3In addition, the Company shall agrees to provide Parent, Merger Sub Purchaser and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 with any comments, whether written or the Schedule 13E-3 or amendment or supplement or responseoral, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule TO/Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after the receipt of such commentscomments or other communications. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required Offer, the Company will promptly furnish or cause to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallPurchaser mailing labels, security position listings and any available listing or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels computer file containing the names and addresses of all recordholders of the record holders of Company Common Stock Shares as of the latest practicable date and of those persons becoming record holders subsequent to such a recent date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub Purchaser with such other additional information and assistance (including periodically updated lists of stockholdersholders of the Shares, updated upon request, and their addresses, mailing labels and lists of security position listings and computer filespositions) as Parent Purchaser or Merger Sub its agents may reasonably request in connection with communicating the Offer. The date Offer to the record and beneficial holders of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable Law, and except Shares. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger TransactionsDocuments, Parent and Merger Sub and their representatives Purchaser shall use each hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files will use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality AgreementOffer, and, if this Agreement is terminated, shall destroy will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in their its possession or under their control promptly upon the written request possession of its agents or representatives. (c) Solely in connection with the tender and purchase of Shares pursuant to the Offer and the consummation of the CompanyMerger, 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 shall file on the date of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in commencement of the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, in a manner that complies with Rule 14d‑9 under the Company shall1934 Act, concurrently with the filing of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 14D‑9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-914D‑9”) containing, subject to Section 5.3, that shall contain the Company Board Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL; provided, however, that such document shall not be required to include the Company Board Recommendation if the Company Board shall have made a Company Adverse Recommendation Change in accordance with Section 8.03(b). Parent shall furnish all information concerning Parent and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested by the Company to be included therein. The Company shall promptly cause the Schedule 14D-9 and the Schedule 13E-3 14D‑9 to be disseminated to the holders of shares of Company Common Stock Stock, as and to the extent required by United States federal securities Lawsall applicable laws, including Rule 14d-9 and Rule 13E-3 under the Exchange 1934 Act, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Each of Parent and Merger Sub shall promptly furnish or otherwise make available If, prior to the Acceptance Time, any event occurs with respect to the Company or the Company’s legal counsel upon request all any Company Subsidiary, or any change occurs with respect to other information concerning Parent and Merger Sub that is required included by the Exchange Act or other applicable Law to be set forth Company in the Schedule 14D-9 (other than information supplied by Parent for inclusion therein), on the one hand, or the Schedule 13E-3 and all any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information concerning supplied by Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 14D-9, on the other hand, upon becoming aware of such information the Company or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub as applicable, shall promptly correct notify the other such event and shall cooperate with the other in the prompt filing with the SEC of any information supplied by it necessary amendment or on its behalf for inclusion or incorporation by reference in supplement to the Schedule 14D-9 and, as required by Law, in disseminating the information contained in such amendment or the Schedule 13E-3 if and supplement to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable LawCompany’s stockholders. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, SEC or any request from the SEC for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Prior The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Schedule 14D-9. Notwithstanding the foregoing, prior to filing of or mailing the Schedule 14D-9 (or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3thereto, the Company shall (i) provide Parent, Merger Sub and their counsel a reasonable Parent with an opportunity to review and comment on such document or response (including the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement proposed final version of such document or response), (ii) consider in good faith all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned. The Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the 1934 Act or any applicable foreign or state securities laws and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL rules and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights regulations thereunder in connection with the Merger required to be delivered to such holders by Section 262(d) of Offer and the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common StockMerger. (db) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from From time to time thereafter as requested by Parent Acquisition Sub or Merger its agents, the Company shall furnish or cause to be furnished to Acquisition Sub with mailing labels labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files available to it containing the names and addresses of the record holders or beneficial owners of Company Common Stock as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall promptly furnish Acquisition Sub with copies of all such information (including, but not limited to, updated lists of stockholdersholders of Company Stock and their addresses, mailing labels, security position listings and computer files any non-objecting beneficial ownership owner lists, ) and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent Acquisition Sub or Merger Sub its agents may reasonably request in communicating with the record and beneficial holders of Company Stock, in connection with the Offer. The preparation and dissemination of the Offer Documents and the solicitation of tenders of shares of Company Stock in the Offer (the date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as disseminated, the “Stockholder List Date.” 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 Transactions, ”). Parent and Merger Acquisition Sub and their representatives agents shall use hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, transactions and, if this Agreement is terminated, shall destroy shall, upon request, deliver, and cause their agents to deliver, to the Company all copies of such information then in their possession possession. (c) The Company shall register the transfer of shares of Company Stock accepted for payment effective immediately after the time at which Acquisition Sub accepts for payment shares of Company Stock tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”); provided that Acquisition Sub pays for such shares of Common Stock at or under their control promptly upon the written request of the Companyimmediately after such transfer.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are Schedule TO is filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to the provisions of Section 5.38.3, contain the Company Board Recommendation Recommendation. The Company shall include in the Schedule 14D-9 a copy of the fairness opinion described in Section 5.23, together with a summary thereof and of the underlying financial analysis. The Company shall take all steps reasonably necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be prepared and filed with the SEC and disseminated to the holders shareholders of Company Common Stock the Company, in each case as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request in writing all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be required by applicable Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the The Company, Parenton the one hand, and Parent and Merger Sub shall Sub, on the other hand, agree to promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the respect or as otherwise required by applicable Law. The Company shall further agrees to take all steps reasonably necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected (if applicable), to be filed with the SEC and disseminated to the holders shareholders of Company Common Stockthe Company, in each case as soon as and to the extent required by applicable Lawthe Exchange Act. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent and Merger Sub with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendments or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changesupplements thereto) with the SEC or dissemination thereof to the holders shareholders of Company Common Stockthe Company, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the such Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable and good faith consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Company Recommendation contained in the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (db) The In connection with the Offer, the Company shall, shall promptly furnish or shall cause its transfer agent to, furnish to be furnished to Parent and Merger Sub and or their agents promptly (mailing labels, security position listings, nonobjecting beneficial owner lists and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent other available listings or Merger Sub with mailing labels computer files containing the names and addresses of the record holders or beneficial owners of Company Common Stock the Shares as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub with such other information and assistance (including periodically updated lists of stockholdersrecord holders or beneficial owners of the Shares, from time to time upon Parent’s, Merger Sub’s or either of their respective agents’ reasonable request, and the addresses, mailing labels and lists of security position listings and computer filespositions of such record holders or beneficial owners) as Parent or Parent, Merger Sub or their agents may reasonably request in connection with for the Offer. The date purpose of communicating the list of stockholders used to determine the Persons to whom Offer and providing the Offer Documents to the record holders and beneficial owners of the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Offer, the Merger, the Top-Up Option and the other transactions contemplated by this Agreement (collectively, the “Transactions”), Parent and Merger Sub and their representatives shall use hold in confidence the information contained in any such labels, listings and files in accordance with the Confidentiality Agreement and shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall promptly deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company or shall destroy all copies and any extract or summaries of such information then in their possession or under their control promptly upon as required by the written request Confidentiality Agreement. In addition, in connection with the Offer, the Company shall cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Benefit Plan, and to permit such holders of Shares to tender such Shares in the CompanyOffer, to the extent permitted by applicable Law and the applicable Company Benefit Plan.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Offer, the Merger and the other transactions contemplated herein are in the best interests of the Company’s stockholders, (ii) approved and declared advisable this Agreement, the Offer, the Merger Transactions and the other transactions contemplated herein in accordance with the requirements of the DGCL and (iii) resolved to recommend that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer (the actions taken by the Company Board set forth in clauses (i), (ii) and (iii), the “Company Board Recommendation”). Subject to Section 5.4, the Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board RecommendationRecommendation (including the reasons therefor) in the Offer Documents. (b) On As promptly as practicable subsequent to the date commencement of the Offer Documents are filed with Offer, following the SEC, filing of the Company shall, concurrently with Schedule TO (and in any event within two business days after the filing of the Schedule TO), the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect and disseminate to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, the Company Board Recommendation and shall cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 5.4, shall contain the Company Board Recommendation. Parent and Purchaser shall promptly furnish to the Company in writing all information concerning Parent and Purchaser required by applicable Law for inclusion in the Schedule 14D-9. 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 agrees that it will cause the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of to comply in 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) respects with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub Exchange Act and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such commentsother applicable Laws. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that contain the Merger is governed notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL in connection with a merger effected pursuant to Section 251(h) of the DGCL and contain and constitute at the notice to holders of time the Company Common Stock of first files the availability of appraisal rights in connection Schedule 14D-9 with the Merger required to be delivered to such holders by Section 262(d) of the DGCLSEC. The Company shall set the record date for the holders of Company Common Stock Company’s stockholders to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders the Company’s stockholders to the extent required by Section 262(d) of the DGCL providedDGCL. The Company agrees to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9 and each of Parent, thatPurchaser and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, such record date will not and the Company further agrees to use all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be more than ten (10) calendar days filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the date that filing thereof with the SEC, and the Company shall give due consideration to any such comments. The Company agrees to provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 is first mailedpromptly after receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC or its staff), and the Parent and its counsel shall be given reasonable opportunity to review and comment on any response to such comments prior to the submission thereof. The Company hereby consents shall give due consideration to the inclusion of the Company Board Recommendation in the Offer Documents any such comments, and, absent an Adverse Recommendation Change, to the inclusion of a copy of extent permissible and, in the Schedule 14D-9 Company’s reasonable judgment, feasible under the circumstances, shall allow Parent and/or its counsel to participate in any meetings with the Offer Documents mailed SEC or furnished to the holders of Company Common Stockits staff with respect thereto. (dc) The In connection with the Offer, the Company shall, shall (or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents ) promptly (and in any event within five (5) Business Days) after the date of this Agreement and from sufficient time to enable Purchaser to commence the Offer within the time thereafter as requested by period specified in Section 1.1(a)) furnish Parent or Merger Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock as of the latest practicable date Shares 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 any non-objecting beneficial ownership lists, and all other information securities positions of Shares held in the Company’s possession or control regarding the beneficial owners of Company Common Stockstock depositories, in each case accurate and as of the latest date practicablemost recent practicable date, and shall promptly furnish provide to Parent and Merger Sub such other additional information and assistance (including periodically updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the Offer. The Offer (the date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as disseminated, the “Stockholder List Date.” ”). Subject to the requirements of applicable Law and provided that (i) the Company shall not have made an Adverse Change Recommendation and (ii) this Agreement shall not otherwise have been terminated, the Company shall use its commercially reasonable efforts to make solicitations and recommendations to the record holders and beneficial owners of Shares for purposes of causing the Minimum Condition to be satisfied. 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 Transactionstransactions contemplated herein, Parent and Merger Sub Purchaser and their representatives agents shall use hold in confidence the information contained in any such labels, listings and files files, with such being subject to the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company or destroy all copies of and any extracts or summaries from such information then in their possession or under their control promptly upon the written request of the Companycontrol.

Company Actions. (a) The Company hereby approves of and consents to Schedule 14D-9. As promptly as practicable on the Offer, the Merger and the other Merger Transactions and consents to the inclusion in day that the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Company Shares, in each case as and to the extent required by applicable federal securities Laws and Section 262 of the DGCL, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.3, 5.02(f) shall reflect the Company Board Recommendation and include a notice of appraisal rights in accordance with Section 262 of the DGCL. Prior to such filing and dissemination, the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. The Company agrees that it will cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request (i) comply in all information concerning Parent and Merger Sub that is required by material respects with the Exchange Act or and other applicable Law Laws and for the notice to comply with Section 262 of the DGCL and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any with respect to information supplied by it or on its behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 14D-9. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 13E-3 14D-9 promptly after receipt of such comments. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of 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 shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or and any amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days thereto prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 filing thereof with the Offer Documents mailed or furnished to the holders of Company Common StockSEC. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and Merger, the other Merger Contemplated Transactions and consents each of the Offer Documents. The Company has been advised that all of its directors and named executive officers (as that term is defined in Item 402 of Regulation S-K of the Securities Act) who own shares of Company Common Stock (giving effect to any conversion or exercise of other Company securities into shares of Company Common Stock) intend to tender their shares of Company Common Stock pursuant to the inclusion in the Offer Documents Offer. The Company agrees that no shares of Company Common Stock held by the Company Board Recommendation(other than any such shares held on behalf of third parties, if any) will be tendered pursuant to the Offer. (b) On The Company shall file on the date of the commencement of the Offer Documents are filed with the SEC, in accordance with Rule 14d-9 under the Company shallExchange Act, concurrently with the filing of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, that shall contain the Company Board Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL; provided, however, that such document shall not be required to include the Company Board Recommendation if the Company Board shall have made a Change in the Company Board Recommendation in accordance with Section 7.01(d). Parent shall promptly furnish all information concerning Parent and its Affiliates to the Company as required by the Exchange Act or Applicable Law to be included therein. The Company shall promptly cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of shares of Company Common Stock Stock, as and to the extent required by United States federal securities all Applicable Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Each of Parent and Merger Sub shall promptly furnish or otherwise make available If, prior to the Acceptance Time, any event occurs with respect to the Company or any Subsidiary of the Company’s legal counsel upon request all , or any change occurs with respect to other information concerning Parent and Merger Sub that is required included by the Exchange Act or other applicable Law to be set forth Company in the Schedule 14D-9 (other than information supplied by Parent for inclusion therein), on the one hand, or the Schedule 13E-3 and all any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information concerning supplied by Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 14D-9, on the other hand, upon becoming aware of such information the Company or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub as applicable, shall promptly correct notify the other of such event and shall cooperate with the other in the prompt filing with the SEC of any information supplied by it necessary amendment or on its behalf for inclusion or incorporation by reference in supplement to the Schedule 14D-9 and, as required by Applicable Law, in disseminating the information contained in such amendment or the Schedule 13E-3 if and supplement to the extent that such information shall have become false or misleading in any material respect, and Company’s stockholders. So long as the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement Board has not made a Change in the Schedule 14D-9 or Company Board Recommendation in accordance with Section 7.01(d), the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, SEC or any request from the SEC for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Prior The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Schedule 14D-9. Notwithstanding the foregoing, so long as the Company Board has not made a Change in the Company Board Recommendation in accordance with Section 7.01(d), prior to filing of or mailing the Schedule 14D-9 (or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3thereto, the Company shall (i) provide Parent with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) consider in good faith all comments reasonably proposed by Parent and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, so long as the Company Board has not made a Change in the Company Board Recommendation in accordance with Section 7.01(d), Parent, Merger Sub and their counsel a reasonable opportunity shall have the right to review and comment on participate with the Schedule 14D-9 Company or its counsel regarding any discussions or meetings with the SEC related to the Offer, the Merger or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect other Contemplated Transactions to the Schedule 14D-9 or extent such participation is not prohibited by the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such commentsSEC. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement hereof, and from time to time thereafter as reasonably requested by Parent or Merger Sub with or its agents, furnish or cause to be furnished to Merger Sub mailing labels labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files available to it containing the names and addresses of the record holders or beneficial owners of Company Common Stock as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall promptly furnish Merger Sub with copies of all such information (including, but not limited to, updated lists of stockholdersholders of Company Common Stock and their addresses, mailing labels, security position listings and computer files any non-objecting beneficial ownership owner lists, ) and all such other information assistance as Merger Sub or its agents may reasonably request in communicating with the Company’s possession or control regarding the record and beneficial owners holders of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The preparation and dissemination of the Offer Documents and the solicitation of tenders of shares of Company Common Stock in the Offer (the date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as disseminated, the “Stockholder List Date.” 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 Transactions, ”). Parent and Merger Sub and their representatives respective Representatives shall use hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, transactions and, if this Agreement is terminated, shall destroy shall, upon request, deliver, and cause their agents to deliver, to the Company all copies copies, summaries and abstracts of such information then in their possession or under their control promptly upon actual possession. (d) The Company shall instruct its transfer agent to register the written request transfer of shares of Company Common Stock accepted for payment effective immediately after the CompanyAcceptance Time.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are --------------- filed with the SEC, the Company shall, concurrently in a manner that complies with Rule 14d-9 under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, includingthe "Schedule 14D-9") which shall, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, -------------- subject to the “Schedule 13E-3”provisions of Section 5.3(c), contain the “Schedule 14D-9”) containing, subject to Section 5.3, recommendation that the stockholders of the Company Board Recommendation accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and shall approve and adopt this Agreement and the Merger. The Company agrees to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities laws. The Company, on the one hand, and Parent and the Schedule 13E-3 Purchaser, on the other hand, agree to be disseminated to the holders of Company Common Stock as and to the extent required promptly correct any information provided by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by if it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the respect or as otherwise required by law. The Company shall agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case the Shares as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3Parent, the Company shall provide Parent, Merger Sub Purchaser and their counsel a shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC. In addition, and the Company shall give reasonable consideration agrees to provide Parent, the Purchaser and their counsel in writing with any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event comments or communications that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to Company's receipt of such comments. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of Offer, the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders promptly furnish to the extent required by Section 262(d) of the DGCL providedPurchaser mailing labels, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed security position listings and any available listing or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels computer file containing the names and addresses of the record holders of Company Common Stock the Shares as of the latest practicable date and of those persons becoming record holders subsequent to such a recent date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub the Purchaser with such other information and assistance (including periodically updated including, but not limited to, lists of stockholdersholders of the Shares, updated periodically, and their addresses, mailing labels and lists of security position listings and computer filespositions) as Parent or Merger Sub the Purchaser may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Daterequest.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) Schedule 14D-9. On the date that the Offer Documents are filed with the SEC, the Company shall, concurrently in a manner that complies with the filing of rules and regulations promulgated by the Schedule TOSEC under the Exchange Act, including Rule 14d-9 thereunder, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to the provisions of Section 5.36.03, contain the Company Board Recommendation and shall include the notice and other information required by Section 262(d)(2) of the DGCL. The Company further agrees to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Stock, as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each The Company shall cause the Schedule 14D-9 to (i) comply in all material respects with applicable requirements of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act and (ii) as of the date first filed with the SEC and on the date first published, sent or other applicable Law given to the holders of Company Common Stock, not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion in the Schedule 14D-9 or 14D-9. Parent and Merger Sub, on the Schedule 13E-3. Each of one hand, and the Company, Parenton the other hand, agree to promptly notify the other party and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 14D-9, if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Laws, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and agrees to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon case, as and to the extent required by applicable Law. The Company shall promptly notify Parent upon the receipt of any comments from the SECLaws, or any request from by the SEC or its staff or NASDAQ. Except for amendments or supplements, to the a filing on Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to disclose an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC, and the Company shall give reasonable consideration consider in good faith any comments from Parent, Merger Sub or their counsel. In addition, except following an Adverse Recommendation Change (and except for comments or communications relating to a filing on Schedule 14D-9 to disclose an Adverse Recommendation Change), the Company shall provide in writing to Parent, Merger Sub and their counsel any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreementwritten comments or other material written communications (and shall orally describe any oral comments or other material oral communication), in the event that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff or any other Governmental Entity with respect to the Schedule 14D-9 promptly after receipt, and any written or oral responses thereto. Except following an Adverse Recommendation Change (and except for responses relating to a filing on Schedule 14D-9 to disclose an Adverse Recommendation Change), Parent, Merger Sub and their counsel shall be given a reasonable opportunity to participate in the Schedule 13E-3formulation of any response to any such comments of the SEC or any other Governmental Entity or its staff, then it including a reasonable opportunity to review and comment on any such responses, which comments the Company shall consider in good faith. The Company shall use its commercially reasonable efforts to respond promptly to any such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) Schedule 14D-9. On the date that the Offer Documents are Schedule TO is filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.37.1(b), shall reflect the Company Board Recommendation and include the notice and other information required by Section 262(d)(2) of the DGCL. The Company shall set the record date for the Company’s stockholders to receive the notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14d-9 including such notice of appraisal rights to the Company’s stockholders to the extent required by Section 262(d) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as other applicable Laws and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the extent required by United States federal securities Lawsstatements made therein, including Rule 14d-9 and Rule 13E-3 in light of the circumstances under the Exchange Actwhich they are made, not misleading. Each of Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available to the Company or the Company’s its legal counsel upon request all information concerning Parent and Merger Sub Purchaser and their stockholders that is may be required in connection with any action contemplated by this Section 2.2(a) so as to enable the Exchange Act or other applicable Law Company to be set forth comply with its obligations hereunder. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or prior to the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance filing thereof with the terms SEC. The Company agrees to provide Parent and its counsel with prompt notice of this Agreement, in the event any comments (whether written or oral) that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 (which notice shall include a copy of any written comments) and the Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the Schedule 13E-3, then it shall use opportunity to participate in any discussions with the SEC or its commercially reasonable efforts to respond promptly to staff concerning such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set respond promptly to any comments of the record date for the holders of Company Common Stock SEC or its staff with respect to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders 14D-9. Notwithstanding anything to the extent required by Section 262(d) contrary in this Agreement, the obligations of the DGCL provided, that, such record date will parties in this Section 2.2(a) shall not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of apply if the Company Board effects a Company Adverse Change Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, or has formally determined to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stockdo so. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves represents and warrants that the Board of Directors of the Company (the “Company Board”), at a meeting duly called and consents to held, has (i) adopted this Agreement and approved the Offer, Offer and the Merger and (ii) resolved (subject to Section 5.4 hereof) to recommend that holders of Shares accept the other Merger Transactions Offer and tender their Shares to Parent pursuant thereto. The Company hereby consents to the inclusion in the Offer Documents of the Company recommendation of the Company’s Board Recommendationof Directors described in the immediately preceding sentence. (b) On As promptly as practicable on the date of commencement of the Offer Documents are filed with the SECOffer, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, which shall contain the recommendation of the Board of Directors of the Company Board Recommendation and referred to in Section 1.2(a). The Company shall cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock the Shares as and to the extent required by United States applicable federal securities Lawslaws. Parent shall provide the Company with such information with respect to Parent, including Acquisition and their respective directors, officers and affiliates as shall be required to be included in the Schedule 14D-9 or any information statement required by Rule 14d-9 and Rule 13E-3 14f-1 promulgated under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the The Company, on the one hand, and Parent, and Merger Sub on the other hand, shall promptly correct any information supplied provided by it for use in the Schedule 14D-9 if and to the extent that it shall be or on shall have become false or misleading in any material respect, and the Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. Parent and its behalf 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 and to provide Parent with copies of all such responses, whether written or oral. No filing of, or amendment or supplement to, or written correspondence to the SEC or its staff with respect to, the Schedule 14D-9 will be made by the Company without providing Parent and its counsel a reasonable opportunity to review and comment thereon. (c) The Company agrees (i) to promptly upon Parent’s request provide all information about the Company required to be disclosed in the Offer Documents, (ii) to promptly deliver to Parent a duly executed consent of the Company’s accountants to allow Parent to include in the S-4 the Company’s financial statements and such accountants’ report thereon, (iii) that all information provided by the Company for inclusion or incorporation by reference in the Schedule 14D-9 Offer Documents will not (at the respective times such materials, or any amendments or supplements thereto, are filed with the Schedule 13E-3 SEC, first published, sent or given to stockholders of the Company, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer, or at the Effective Time, as the case may be) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iv) to promptly correct any information provided by the Company for the Offer Documents 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent toat the request of Parent, promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the all record holders of Company Common Stock Shares and with security position listings of Shares held in stock depositories, each as of the latest practicable date and of those persons becoming record holders subsequent to such a recent date, together with copies of all lists of stockholders, security position other available listings and computer files any non-objecting beneficial ownership listscontaining names, addresses and all other information in the Company’s possession or control regarding the security position listings of record holders and beneficial owners of Shares. The Company Common Stockshall furnish Parent with such additional information, in each case as of the latest date practicable, including updated listings and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists computer files of stockholders, mailing labels and security position listings listings, and computer files) such other assistance as Parent or Merger Sub its agents may reasonably request require in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements record and beneficial holders 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the CompanyShares.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. shall (bi) On the date the Offer Documents are filed file with the SEC, on or promptly after the Company shall, concurrently with the date of filing by Purchaser of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto thereto, and including all exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingwhich shall, subject to Section 5.36.2 hereof, describe and make the Company Board Recommendation with respect to the Offer and shall (ii) cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Shareholders as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in within ten (10) Business Days after the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Schedule 13E-3 holders of Company Shares together with the Offer Documents disseminated to the holders of Company Shares. Parent and Purchaser shall promptly furnish to the Company in writing all other information concerning Parent and Merger Sub or Purchaser that may be required by applicable securities Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 or 14D-9. The Company shall use reasonable efforts to cause the Schedule 13E-314D-9 to comply in all material respects with the Exchange Act and all other applicable Law. Each of the Company, Parent, Parent and Merger Sub Purchaser shall use reasonable efforts to promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common StockShareholders, in each case as soon as and to the extent required by applicable United States federal securities Laws and all other applicable Law. 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, Prior to filing the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common StockShareholders, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall provide Parent, Merger Sub Parent and their its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, response and the Company shall give reasonable consideration to any such commentscomments reasonably proposed by Parent in a timely manner. Unless the Offer has been terminated in accordance The Company shall promptly provide Parent and its counsel with the terms a copy or a description of this Agreement, in the event that any comments received by the Company receives any comments or its counsel from the SEC or its staff with respect to the Schedule 14D-9 or 14D-9, and the Schedule 13E-3, then it Company shall use its commercially reasonable efforts to respond promptly to any such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, or as promptly thereafter as practicable (but in no event later than the first (1st) Business Day following the date on which the Offer Documents are filed), the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer Offer, (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, includingas amended from time to time, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-314D-9”), including a description of the “Schedule 14D-9”) containing, subject to Section 5.3, Special Committee Recommendation and the Company Board Recommendation (subject to Section 6.02) and shall cause disseminate the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable U.S. federal securities Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by the Company under Section 262(d262(d)(2) of the DGCLDGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion delivered by Leerink Partners LLC. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior DGCL. Parent and Merger Sub shall furnish to the date that Company all information concerning Parent and Merger Sub required by applicable Law to be set forth in the Schedule 14D-9. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 is first mailed. The Company hereby consents if and to the inclusion of extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, shall take all steps necessary to the inclusion of a copy of amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so amended or supplemented, to be filed with the Offer Documents mailed or furnished SEC and disseminated to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case case, as and to the extent required by applicable Law. Except from and after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 6.02, Company shall provide Parent and its counsel with copies of the latest date practicableany written comments, and shall inform Pxxxxx and its counsel 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 furnish after the receipt of such comments. Except from and after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 6.02, prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9, the Company shall (x) provide Parent and its counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response (it being understood that Parent and its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger Sub such and the Transactions and the inclusion in the Offer Documents of a description of the Special Committee Recommendation and the Company Board Recommendation (except to the extent that the Special Committee or the Company Board shall have withdrawn or modified the Special Committee Recommendation or the Company Board Recommendation, respectively, in accordance with Section 6.02(b)). In addition, the Company shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information and assistance (including periodically updated lists supplied by or on behalf of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request for inclusion or incorporation by reference in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date14D-9.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “"Schedule 14D-9”") containing, subject to containing the recommendation described in Section 5.3, 3.21 hereof. At the Company Board Recommendation and shall cause time the Schedule 14D-9 and the Schedule 13E-3 to be disseminated Offer Documents are first mailed to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each stockholders of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall mail or cause to be mailed to the stockholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company shall promptly notify Parent upon Each of the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesCompany, on the one hand, and the SECParent and Sub, on the other hand. Prior , agrees promptly to the filing of correct any information provided by it for use in the Schedule 14D-9 or if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate 14D-9 as so corrected to an Adverse Recommendation Change) be filed with the SEC or dissemination thereof and to be disseminated to holders of the Shares, in each case as and to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company extent required by applicable federal securities laws. Parent and its counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC. In addition, and the Company shall give reasonable consideration agrees to provide Parent, Sub and their counsel in writing with any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event whether written or oral, that the Company receives any comments 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 the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such commentsother communications. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required Offer and the Merger, if requested by Sub, the Company shall promptly furnish or cause to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallSub mailing labels, security position listings and any available listing or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels computer file containing the names and addresses of the record holders of Company Common Stock the Shares as of the latest practicable date and of those persons becoming record holders subsequent to such a recent date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub with such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent Sub or Merger Sub its agents may reasonably request in connection with communicating the Offer. The date Offer to the stockholders of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable Law, and except Company. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger TransactionsDocuments, Parent and Merger Sub and their representatives shall use hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files will use such information only in connection with the Merger Transactions, shall treat such information Offer and materials in accordance with the terms and conditions of the Confidentiality AgreementMerger, and, if this Agreement is terminatedterm-mated, shall destroy will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in their its possession or under their control promptly upon the written request possession of the Companyits agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date of the Offer Documents are filed filing of the Schedule TO with the SEC, the Company shall, concurrently in a manner that complies with Rule 14d-9 under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to the provisions of Section 5.35.4(d), contain the Company Board Recommendation Recommendation. The Company shall also include in the Schedule 14D-9, and shall represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby consents to the inclusion in the Offer Documents, subject to the provisions of Section 5.4(d), of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Shares, as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to To the extent requested by the Purchaser, the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by holders of Shares together with the Company for inclusion in Offer Documents disseminated to the Schedule 14D-9 or the Schedule 13E-3holders of Shares. Each of the The Company, Parenton the one hand, and Merger Sub shall the Purchaser, on the other hand, agree to promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 14D-9, if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and agrees to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawthe Exchange Act. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company Purchaser and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on the Schedule 14D-9 or before it is filed with the Schedule 13E-3 or amendment or supplement or responseSEC, and the Company shall give reasonable due consideration to the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any such written comments. Unless the Offer has been terminated in accordance with the terms , and shall inform them of this Agreementany oral comments, in the event that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) Promptly after the date of this Agreement hereof and otherwise from time to time thereafter as requested by Parent the Purchaser or Merger Sub with its agents, the Company shall furnish or cause to be furnished to the Purchaser mailing labels labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files containing the names and addresses of the record or beneficial holders of Company Common Stock the Shares as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall promptly furnish the Purchaser with copies of all such information (including updated lists of stockholdersholders of the Shares and their addresses, mailing labels, security position listings and computer files any non-objecting beneficial ownership owner lists, ) and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent the Purchaser or Merger Sub its agents may reasonably request in communicating with the record and beneficial holders of Shares. In addition, in connection with the Offer. The date of , the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable LawCompany shall, and except for such steps as are necessary shall use its commercially reasonable efforts to cause any Third Parties to, cooperate with the Purchaser to disseminate the Offer Documents to holders of Shares held in or subject to any Company Stock Option Plan or other Benefit Plan, and any other documents necessary to consummate permit such holders of Shares to tender Shares in the Merger Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the CompanyOffer.

Company Actions. (a) The Company hereby approves of and consents Schedule 14D-9. Subject to the OfferSection 6.1(b), the Merger and the other Merger Transactions and consents to the inclusion in as promptly as practicable on the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECCommencement Date, the Company shall, concurrently with following the filing of the Schedule TOOffer Documents, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.3, that shall reflect the Company Board Recommendation and shall include the fairness opinion of the Company’s financial advisor referenced in Section 3.23 and the notice and other information required by Section 262(d)(2) of the DGCL and (ii) cause the Schedule 14D-9 and the Schedule 13E-3 related documents to be disseminated to the holders of Company Common Stock Shares as and to the extent required by United States federal securities Lawsapplicable Legal Requirements, including Rule 14d-9 and Rule 13E-3 under by setting the Exchange Act. Each Stockholder List Date as the record date for purposes of Parent and Merger Sub shall promptly furnish or otherwise make available to receiving the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is notice required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to (x) comply in all material respects with the Exchange Act or and other applicable Law Legal Requirements and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any with respect to information supplied by it or on its behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 14D-9. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 13E-3 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable LawLegal Requirements. The Company Parent and Purchaser shall promptly notify Parent upon the receipt of any comments from the SEC, furnish or any request from the SEC for amendments or supplements, otherwise make available to the Schedule 14D-9 Company or the Schedule 13E-3, and shall promptly provide Company’s legal counsel all information concerning Parent or Purchaser that may be required or reasonably requested in connection with copies of all written correspondence and summaries of all material oral communications between the Company any action contemplated by this Section 1.2(a). Parent and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable consideration to any such comments made by Parent or its counsel. The Company agrees to provide Parent and its counsel with any comments (including oral comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that ) the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable date and receipt of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance comments (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Dateoral comments).” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with As promptly as practicable after the filing of the amendment to the Schedule TOTO (and on the same date, if practicable), the Company shall file with the SEC a an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 with respect to filed by the Offer Company on June 14, 2004 (together with all amendments such Schedule 14D-9, and supplements thereto and including exhibits theretothe documents included therein, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any supplements or amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to Section 5.36.14, the Company Board Recommendation Recommendation, and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or Shareholders as promptly as practicable thereafter. The Company agrees that the Company’s legal counsel upon request Schedule 14D-9 shall comply in all information concerning Parent and Merger Sub that is required by material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or other applicable Law given to the Company Shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading, except that may be reasonably requested no covenant is made by the Company with respect to information supplied by Buyer or Merger Sub in writing specifically for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the Company, Parent, Buyer and Merger Sub shall agrees promptly to correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the holders of Company Common StockShareholders, in each case as soon as and to the extent required by applicable Lawfederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company Buyer and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on upon (1) the Schedule 14D-9 prior to its filing with the SEC or dissemination to the Company Shareholders and (2) any correspondence with the SEC (including comment response letters) concerning the Offer or the Schedule 13E-3 or amendment or supplement or response, 14D-9. The Company agrees to provide Buyer and its counsel with any comments the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to receipt of such comments. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, Recommendations and represents that it has obtained all necessary consents to permit the inclusion in its entirety of a copy the fairness opinion of Xxxxxxx, Xxxxx & Co. (the “Company 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 Shareholders with respect to this Agreement (as amended, supplemented or modified, the “Company Proxy Statement”). The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer. (c) In connection with the Offer Documents mailed or furnished to and the holders of Merger, the Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, to furnish Parent and to Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels or electronic files containing the names and addresses of the record holders of Company Common Stock as of the latest practicable a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersCompany Shareholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholdersCompany Shareholders, security position listings and computer files) as Parent or Merger Sub Buyer may reasonably request for use in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and or the Schedule 14D-9 are first disseminated is referred Merger to as the “Stockholder List Date.” Company Shareholders. Subject to the requirements of applicable LawApplicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger TransactionsMerger, Parent Buyer and Merger Sub and their representatives agents shall use the treat any information contained in any such labels, listings and files only in connection with as if it were “Evaluation Material” pursuant to the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Non-Disclosure Agreement, anddated July 1, if this Agreement is terminated2005, shall destroy all copies of such information then in their possession or under their control promptly upon by and between the written request of Company and Buyer (the Company“Non-Disclosure Agreement”).

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On As soon as practicable on the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto14D-9, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingwhich shall, subject to the provisions of Section 5.35.5(b), contain the Company Board Recommendation and shall cause recommendation referred to in clause (iii) of Section 3.5 hereof. At the Schedule 14D-9 and time the Schedule 13E-3 to be disseminated Offer Documents are first mailed to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each shareholders of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall mail or cause to be mailed to the shareholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stockthe Shares, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company shall promptly notify Parent upon Each of the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesCompany, on the one hand, and the SECParent and Purchaser, on the other hand. Prior , agrees promptly to the filing of correct any information provided by it for use in the Schedule 14D-9 or if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate 14D-9 as so corrected to an Adverse Recommendation Change) be filed with the SEC or dissemination thereof and to be disseminated to holders of the Shares, in each case as and to the holders of Company Common Stock, or responding extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to any comments of the SEC with respect to review the Schedule 14D-9 or before it is filed with the Schedule 13E-3SEC. In addition, the Company shall agrees to provide Parent, Merger Sub Purchaser and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 with any comments, whether written or the Schedule 13E-3 or amendment or supplement or responseoral, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments 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 the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such commentsother communications. (cb) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required Offer, the Company will promptly furnish or cause to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallPurchaser mailing labels, security position listings and any available listing, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels computer file containing the names and addresses of all recordholders of the record holders of Company Common Stock Shares as of the latest practicable date and of those persons becoming record holders subsequent to such a recent date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent Purchaser with such additional information (including, but not limited to, lists of holders of the Shares, updated daily, and Merger Sub such other information their addresses, mailing labels and lists of security positions) and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent Purchaser or Merger Sub its agents may reasonably request in connection with communicating the Offer. The date Offer to the record and beneficial holders of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable Law, and except Shares. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger TransactionsDocuments, Parent and Merger Sub and their representatives Purchaser shall use hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files will use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality AgreementOffer, and, if this Agreement is terminated, shall destroy will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in their its possession or under their control promptly upon the written request possession of the Companyits agents or representatives.

Company Actions. (a) The So long as Parent and Purchaser are in compliance with their obligations to provide information contained in this Section 1.2 and Parent and Purchaser have provided the Company hereby approves of and consents a reasonable period to review the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents final version of the Company Board Recommendation. (b) On the date the Offer Documents are Schedule TO to be filed with the SEC, the Company shallSEC (which period shall be no less than three (3) Business Days), concurrently with the filing of the Schedule TOTO with the SEC on the date the Offer is commenced, the Company shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments any amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to except as expressly provided in Section 5.34.2, contain the recommendation of the Company Board Recommendation and shall described in Section 2.2(c) (the “Company Recommendation”). The Company agrees to take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be prepared and filed with the SEC and disseminated to the holders of Company Common Stock Shareholders, in each case as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub Purchaser that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be is otherwise reasonably requested by the Company for inclusion in the Schedule 14D-9 or in connection with the obligations relating to Schedule 14D-9 contained in this Section 1.2(a). The Company, on the one hand, agrees to amend the Schedule 13E-3. Each of the Company, Parent14D-9, and Merger Sub shall Parent and Purchaser, on the other hand, agree to correct promptly correct any information supplied by it or on its behalf they provided for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the respect or as otherwise required by applicable Law. The Company shall further agrees to take all steps necessary and use all reasonable efforts to cause as promptly amend or supplement as practicable the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented (if applicable), to be filed with the SEC and disseminated to the holders of Company Common StockShareholders, in each case as soon as and to the extent required by applicable Law. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Company Shareholders, Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on such Schedule 14D-9, and the Company shall give reasonable consideration to any such comments. The Company shall promptly notify Parent and Purchaser upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent and Purchaser with copies of all written correspondence and summaries of all material oral communications between the Company it and its representatives, on the one hand, and the SEC, on the other hand, and shall give Parent, Purchaser and their counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on any response and the Company shall give reasonable consideration to any such comments. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall provide Parent, Merger Sub Purchaser and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or such response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Company Recommendation contained in the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (db) The Company shallSubject to compliance with all applicable data protection Laws, or shall cause its transfer agent toin connection with the Offer, furnish at the expense of Parent and Merger Sub Purchaser, the Company shall promptly furnish (or cause to be furnished) to Parent and their agents promptly (Purchaser mailing labels, security position listings and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent other available listing or Merger Sub with mailing labels computer files containing the names and addresses of the record holders and/or beneficial owners of Company Common Stock the Shares as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub Purchaser with, or shall cause Parent and Purchaser to be promptly furnished with, such other additional information and assistance (including periodically updated lists of stockholdersrecord holders and/or beneficial owners of the Shares, updated from time to time upon Parent’s, Purchaser’s or either of their respective agent’s request, and the addresses, mailing labels and lists of security position listings and computer filespositions of such record holders and/or beneficial owners) as Parent Parent, Purchaser or Merger Sub their respective agents may reasonably request in connection with for the Offer. The date purpose of communicating the Offer (and the Offer Documents, including all amendments and supplements to the Offer Documents) to the record holders and beneficial owners of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Shares. Parent and Merger Sub and their representatives Purchaser shall use reimburse the information contained in Company promptly for any such labels, listings and files only in connection with expense incurred by the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if Company pursuant to this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the CompanySection 1.2(b).

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the initial Offer Documents are filed with the SEC, the Company shall, concurrently in a manner that complies with Rule 14d-9 promulgated under the filing of the Schedule TOExchange Act, file with the SEC a Solicitation/Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing), which shall, subject to the provisions of Section 5.35.4, describe and make the Company Board Recommendation with respect to the Offer, shall reflect that the Merger is governed by Section 251(h) of the DGCL and shall be consummated as soon as practicable following the completion of the Offer and include a copy (and summary description) of the opinion referred to in Section 3.19, and shall take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated or made available to the holders of Common Stock. The Company Common Stock as and Parent shall cooperate to cause the Schedule 14D-9 to be mailed or otherwise disseminated together with the Offer Documents to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Actholders of Common Stock. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Lawfederal securities Laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, SEC or any request from the SEC for amendments or supplements, supplements to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain thereto) or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders stockholders of Company Common Stockthe Company, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3thereto, the Company shall provide Parent, Merger Sub and their counsel Parent a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement to propose comments such document or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer a Change of Recommendation has been terminated made in accordance with Section 5.4, the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board Recommendation contained in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 14D-9. (b) In connection with the Offer Documents mailed or furnished to and the holders of Merger, the Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents to promptly (and in any event within five (5) Business Days) Days after the date of execution of this Agreement by all parties hereto) furnish Parent and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and listings, computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Company’s stockholders. Parent and Merger Sub shall keep confidential and their representatives shall use not disclose the information contained in any such labels, lists, listings and files files, in each case as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or under their control promptly upon in accordance with the written request Confidentiality Agreement. In addition, in connection with the Offer, the Company shall cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of shares of Common Stock held in, or subject to, any Company Benefit Plan and, to the Companyextent provided for in any such Company Benefit Plan, to permit such holders of shares to tender shares of Common Stock in the Offer.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in Schedule 14D-9. As promptly as practicable on the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECCommencement Date, the Company shall, concurrently with following the filing of the Schedule TOOffer Documents, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.36.1(b), shall reflect the Company Board Recommendation and shall include the fairness opinion of the Company’s financial advisor referenced in Section 3.22 and the notice and other information required by Section 262(d)(2) of the DGCL and (ii) cause the Schedule 14D-9 and the Schedule 13E-3 related documents to be disseminated to the holders of Company Common Stock Shares as and to the extent required by United States federal securities Lawsapplicable Legal Requirements, including Rule 14d-9 and Rule 13E-3 under by setting the Exchange Act. Each Stockholder List Date as the record date for purposes of Parent and Merger Sub shall promptly furnish or otherwise make available to receiving the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is notice required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to (x) comply in all material respects with the Exchange Act or and other applicable Law Legal Requirements and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any with respect to information supplied by it or on its behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 14D-9. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 13E-3 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable LawLegal Requirements. The Company Parent and Purchaser shall promptly notify Parent upon the receipt of any comments from the SEC, furnish or any request from the SEC for amendments or supplements, otherwise make available to the Schedule 14D-9 Company or the Schedule 13E-3, and shall promptly provide Company’s legal counsel all information concerning Parent or Purchaser that may be required or reasonably requested in connection with copies of all written correspondence and summaries of all material oral communications between the Company any action contemplated by this Section 1.2(a). Parent and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable consideration to any such comments made by Parent or its counsel. The Company agrees to provide Parent and its counsel with any comments (including oral comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that ) the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable date and receipt of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance comments (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Dateoral comments).” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in Schedule 14D-9. As promptly as practicable on the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECCommencement Date, the Company shall, concurrently with following the filing of the Schedule TOOffer Documents, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.36.5(d), shall reflect the Company Board Recommendation and shall include the notice and other information required by Section 262(d)(2) of the DGCL and (ii) cause the Schedule 14D-9 and the Schedule 13E-3 related documents to be disseminated to the holders of Company Common Stock Shares as and to the extent required by United States federal securities Lawsapplicable Law, including Rule 14d-9 and Rule 13E-3 under by setting the Exchange Act. Each Stockholder List Date as the record date for purposes of Parent and Merger Sub shall promptly furnish or otherwise make available to receiving the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is notice required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 (x) to comply in all material respects with the Exchange Act or and other applicable Law and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any with respect to information supplied by it or on its behalf of Parent or Acquisition Sub for inclusion or incorporation by reference in the Schedule 14D-9 14D-9. Each of Parent, Acquisition Sub and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 13E-3 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Law. The Company Parent and Acquisition Sub shall promptly notify Parent upon the receipt of any comments from the SEC, furnish or any request from the SEC for amendments or supplements, otherwise make available to the Schedule 14D-9 Company or the Schedule 13E-3, and shall promptly provide Company’s legal counsel all information concerning Parent or Acquisition Sub that may be required or reasonably requested in connection with copies of all written correspondence and summaries of all material oral communications between the Company any action contemplated by this Section 1.2(a). Parent and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable and good faith consideration to any such comments made by Parent or its counsel. The Company agrees to provide Parent and its counsel with any comments (including oral comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that ) the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable date and receipt of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance comments (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Dateoral comments).” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and . The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation, subject to the right of the Company Board to withdraw, modify or amend the Company Board Recommendation in accordance with the provisions of Section 5.3. (b) On As promptly as practicable but no more than five Business Days after the date day that the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Statement and related documents) disseminate to Company Stockholders, in each case as and to the extent required by applicable United States federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule "SCHEDULE 14D-9”") containing, subject to Section 5.3, that shall contain the Company Board Recommendation and Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the EXECUTION VERSION Exchange Act and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as rules and to the extent required by United States federal securities Laws, including Rule 14d-9 regulations thereunder and Rule 13E-3 under the Exchange Actother applicable Law. Each of Parent Parent, Acquisition Sub and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all agrees to promptly correct any information concerning Parent and Merger Sub that is required provided by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 as supplemented or the Schedule 13E-3 as so amended or supplemented to correct such information to be filed with the SEC and to be disseminated to the holders of Company Common StockStockholders, in each case as soon as and to the extent required by applicable LawUnited States federal securities laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 or (including any amendment thereto) prior to the Schedule 13E-3 or amendment or supplement or response, filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallwill, or shall will cause its transfer agent to, promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Acquisition Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all Company Stockholders of record holders and lists of securities positions of shares 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 any non-objecting beneficial ownership lists, and all other information held in the Company’s possession or control regarding the beneficial owners of Company Common Stockstock depositories, in each case as of the latest date practicablemost recent practicable date, and shall promptly furnish will provide to Parent and Merger Sub such other additional information and assistance (including periodically updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Merger Acquisition Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to Merger. Except as the “Stockholder List Date.” Subject to the requirements of required by applicable LawLaws, and except for such steps as are necessary to disseminate and communicate the Offer Documents and any other documents necessary to consummate Offer, the Merger Transactionsor the transactions contemplated by this Agreement to the Company Stockholders, Parent and Merger Acquisition Sub (and their representatives respective representatives) shall use hold in confidence the information contained in any such labels, listings and files only in connection with to the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of extent required by the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to As promptly as practicable on the Offer, the Merger and the other Merger Transactions and consents to the inclusion in day that the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of shares of Company Common Stock a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.35.02, shall contain the Company Board Recommendation and shall cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange ActRecommendation. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by the Company under Section 262(d) of the DGCLDGCL at the time the Company first files the Schedule 14D-9 with the SEC. The Company shall set the record date for the holders of Company Common Stock Company’s stockholders to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders the Company’s stockholders to the extent required by Section 262(d) of the DGCL providedDGCL. Each of Parent, that, such record date will not be more than ten (10) calendar days prior Merger Sub and the Company agrees to the date that promptly correct any information provided by it for use in the Schedule 14D-9 is first mailed. The Company hereby consents if and to the inclusion of extent that such information shall have become false or misleading in any material respect, and the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, further agrees to the inclusion of a copy of use all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed with the Offer Documents mailed or furnished SEC and to the promptly be disseminated to holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners shares of Company Common Stock, in each case as of and to the latest date practicable, and shall promptly furnish to extent required by applicable Law. Parent and Merger Sub such other shall promptly furnish or otherwise make available to the Company or its legal counsel any information concerning Parent, Merger Sub, the Guarantors or any Parent Related Parties that is required by the Exchange Act to be set forth in the Schedule 14D-9 or reasonably requested by the Company for inclusion in the Schedule 14D-9. Unless the Board of Directors of the Company has made an Adverse Recommendation Change or in connection therewith, Parent and assistance its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments (including periodically a summary of any oral 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 shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Board of Directors of the Company has made an Adverse Recommendation Change or in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories as of the most recent practicable date, to the extent known by the Company, and shall provide to Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, ”. Parent and Merger Sub and their representatives Representatives shall use hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files files, shall use such information only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, Transactions and, if this Agreement is shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver to the Company or destroy (at the Company’s election) all copies of and any extracts or summaries from such information then in their possession or under their control promptly upon control. (c) Subject to Section 5.02, the written request Company consents to the inclusion in the Offer Documents of a description of the CompanyCompany Board Recommendation.

Company Actions. (a) The Company hereby approves of and consents to the OfferOffer and, unless the Merger and the other Merger Transactions and consents Company Board of Directors has made a Change of Recommendation in accordance with Section 6.3 hereof, to the inclusion of the Company Board Recommendation in the Offer Documents of and the Company Board RecommendationForm S-4. (b) On the date the Offer Documents are filed Schedule 14D-9. The Company shall (i) file with the SEC, the Company shall, SEC concurrently with the filing by Parent and Purchaser of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect pertaining to the Offer (together with all amendments and supplements thereto thereto, and including all exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject and (ii) cause the Schedule 14D-9 to Section 5.3, be mailed to the holders of Company Board Recommendation and Common Stock promptly after commencement of the Offer. The Company shall cause the Schedule 14D-9 and to comply in all material respects with requirements of applicable Law. To the extent requested by the Company, Parent shall cause the Schedule 13E-3 14D-9 to be mailed or otherwise disseminated to the holders of Company Common Stock as and (to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under applicable Law) together with the Exchange ActOffer Documents. Each of Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available in writing to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub Purchaser that is required by the Exchange Act or other applicable Law to be set forth included in the Schedule 14D-9 or so as to enable the Schedule 13E-3 Company to comply with its obligations under this Section 1.2(b). Parent, Purchaser and all other the Company shall cooperate in good faith to determine the information concerning regarding Parent and Merger Sub Purchaser that may be reasonably requested by the Company for inclusion is necessary to include in the Schedule 14D-9 or in order to satisfy applicable Law. The Schedule 14D-9 shall include the Schedule 13E-3fairness opinion of the Company’s financial advisor referenced in Section 4.22 and any information that may be required to be provided to holders of shares of Company Common Stock by the DGCL. Each of the Company, Parent, Parent and Merger Sub Purchaser shall promptly correct any information supplied provided by it or on its behalf Representatives for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub Purchaser and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or prior to the Schedule 13E-3 or amendment or supplement or responsefiling thereof with the SEC, and the Company shall give reasonable and good faith consideration to any such commentsreasonable comments made by Parent, Purchaser and their counsel (it being understood that Parent, Purchaser and their counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Offer has been terminated The Company shall provide in accordance with the terms writing to Parent, Purchaser and their counsel any written comments or other material communications (and shall provide a summary of this Agreement, in the event all substantive oral comments or material communications) that the Company receives any comments or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after such receipt, and shall provide Parent, Purchaser and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Schedule 13E-3Company shall give reasonable and good faith consideration to any comments made by Parent, then Purchaser and their counsel (it being understood that Parent, Purchaser and their counsel shall use provide any comments thereon as soon as reasonably practicable)) and to participate in any discussions with the SEC or its commercially reasonable efforts to respond promptly to staff regarding any such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set use reasonable best efforts to as promptly as practicable respond to any comments of the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate SEC or its staff regarding the Schedule 14D-9 including such notice 14D-9. Unless the Company Board of appraisal rights to such holders to Directors has effected a Change of Recommendation in accordance with the extent required by terms of Section 262(d) of 6.3, the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of shall include the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9. The Schedule 14D-9 with shall include the Offer Documents mailed or furnished to the holders fairness opinion of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, financial advisor referenced in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List DateSection 4.22.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are Schedule TO is filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat shall, subject to the provisions of Section 5.37.5, contain and reflect the Company Board Recommendation and Recommendation. The Company shall take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be prepared and filed with the SEC and disseminated to the holders stockholders of Company Common Stock the Company, in each case as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request in writing all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be required by applicable Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the The Company, Parenton the one hand, and Parent and Merger Sub Sub, on the other hand, shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information is or shall have become false or misleading in any material respect, and the respect or as otherwise required by applicable Law. The Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders stockholders of Company Common Stockthe Company, in each case as soon as and to the extent required by applicable Lawthe Exchange Act. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-314D-9, and shall promptly provide Parent and Merger Sub with copies of all written correspondence and summaries of all material oral communications between the Company it and its representativesRepresentatives, on the one hand, and the SEC, on the other hand, relating to the Schedule 14D-9. Prior Unless the Company Board has effected a change in the Company Recommendation, prior to the filing of the Schedule 14D-9 (including any amendments or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changesupplements thereto) with the SEC or dissemination thereof to the holders stockholders of Company Common Stockthe Company, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the such Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable and good faith consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Company Recommendation contained in the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (db) The In connection with the Offer, the Company shall, shall promptly furnish or shall cause its transfer agent to, furnish to be furnished to Parent and Merger Sub mailing labels, security position listings and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent other available listings or Merger Sub with mailing labels computer files containing the names and addresses of the all record holders of Company Common Stock as or beneficial owners 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners shares of Company Common Stock, in each case as of the latest date practicablemost recent practicable date, and shall promptly furnish to Parent and Merger Sub with such other information and assistance (including periodically updated lists of stockholdersrecord holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s or either of their respective agents’ reasonable request, and the addresses, mailing labels and lists of security position listings and computer filespositions of such record holders or beneficial owners) as Parent or Parent, Merger Sub or either of their respective agents may reasonably request in connection with for the Offer. The date purpose of communicating the Offer to the record holders and beneficial owners of the list shares of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Transactionsand the other transactions contemplated hereby, Parent and Merger Sub and their representatives shall use 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 Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall promptly deliver (and shall use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Company or destroy all copies and any extract or summaries of such information then in their possession or under their control promptly upon the written request of the Companycontrol.

Company Actions. (a) The Subject to Section 5.3, the Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation (as defined in Section 3.4(b)), and the Company shall not permit the Recommendation or any component thereof to be modified in any manner adverse to Parent or Merger Sub or withdrawn by the Company Board Recommendationor in any other manner, except as provided in this Agreement. (b) On the date on which the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof as amended or supplements theretosupplemented from time to time, the “Schedule 13E-3”), the “"Schedule 14D-9”") containingin which the Company makes the recommendations referred to in Section 3.4(b), subject to Section 5.3any permitted withdrawal or modification thereof in accordance with this Agreement, the Company Board Recommendation and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Shareholders. The Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth include in the Schedule 14D-9 or information furnished by Parent in writing concerning Parent's designees for directors of the Company as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and shall use its reasonable efforts to have the Schedule 13E-3 14D-9 available for inclusion in the initial mailing of the Offer Documents to the Shareholders. The Company (i) agrees that on the date on which the Schedule 14D-9 is filed with the SEC and on each date on which any amendment or supplement to the Schedule 14D-9 is filed with the SEC, the Schedule 14D-9 shall comply as to form in all other information concerning Parent material respects with the requirements of the Exchange Act and Merger Sub the rules and regulations promulgated thereunder, and (ii) represents and warrants that, on the date filed with the SEC and on the date first published, sent or given to Shareholders, the Schedule 14D-9 will 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 may be reasonably requested no representation or warranty is made by the Company with respect to information supplied in writing by Parent or Merger Sub pursuant to this Agreement specifically for inclusion in the Schedule 14D-9 14D-9. The Company (or Parent and Merger Sub, with respect to information supplied by Parent or Merger Sub pursuant to this Agreement specifically for inclusion in the Schedule 13E-3. Each of the Company, Parent, and Merger Sub 14D-9) shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference contained in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 to reflect such correction and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShareholders, in each case as soon as and to the extent required by applicable LawFederal 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review in writing with any written comments (and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or responseorally, and the Company shall give reasonable consideration to with any such oral comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event ) that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of Offer and the DGCL. The Merger, the Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date promptly as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedreasonably practicable but, thatin any event, such record date will not be more than ten (10) calendar within two business days prior to after the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents andhereof, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shallfurnish, or shall cause its transfer agent toto furnish, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the all record holders of Company Common Stock Shares as of the latest a recent date and, as soon as practicable date and thereafter, of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersShareholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information in the Company’s 's possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicableShares, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholdersShareholders, security position listings and computer files) as Parent or Merger Sub or Parent may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Shareholders. Subject to the requirements of applicable Lawlaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger Transactionsand the other transactions contemplated by this Agreement, Parent and Merger Sub shall hold in confidence pursuant to the Confidential Disclosure Agreement dated September 27, 2000 between Parent and their representatives shall use the Company (the "Confidentiality Agreement") the information contained in any such labels, listings and files only files, and shall use the information referred to in connection with this Section 1.2(c) solely for the purpose of communicating the Offer and disseminating any other documents necessary to consummate the Offer, the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, other transactions contemplated by this Agreement and, if this Agreement is shall be terminated, shall destroy promptly deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companypossession.

Company Actions. (a) The Company hereby approves of Company, after affording Parent, Purchaser and consents their counsel a reasonable opportunity to the Offerreview and comment thereon and giving reasonable and good faith consideration to any comments made by Parent, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. Purchaser or their counsel, (bi) On the date the Offer Documents are filed shall file with the SEC, as promptly as practicable on the Company shall, concurrently with date of the filing by Parent and Purchaser of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containing, subject to an Adverse Change Recommendation being made by the Company pursuant to Section 5.35.4 prior to the time of filing such Schedule 14D-9, the Company Board Recommendation and (ii) shall cause disseminate the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Company’s shareholders as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 promulgated under the Exchange Act; provided, with respect to clause (i), in the event an Adverse Change Recommendation is made by the Company pursuant to Section 5.4 following the time the Schedule 14D-9 is disseminated to the Company’s shareholders, each of Parent and Purchaser shall take all steps necessary to amend or supplement the Schedule 14D-9 to correct such information and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, as applicable. Each of Parent Parent, Purchaser and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by Applicable Law or any applicable Law. rules or regulations of NASDAQ. (b) The Company shall promptly notify agrees to provide Parent upon the receipt of and Purchaser with (i) any comments from the SECor other communications, whether written or any request from the SEC for amendments or supplementsoral, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments may be received from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3promptly after receipt thereof and prior to responding thereto, then it and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall use its commercially reasonable efforts to respond promptly to such commentsbe given). (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedOffer, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, will promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub Purchaser with mailing labels labels, security position listings, non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of Company Common Stock the Shares as of the latest most recent practicable date and of those persons becoming record holders subsequent to such date, together and shall furnish Purchaser with copies of all such additional available information (including updated lists of stockholdersholders of Shares and their addresses, mailing labels and lists of security position listings positions and computer files any non-objecting beneficial ownership owner lists, ) and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent Purchaser or Merger Sub its agents may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents to, and soliciting tenders of Shares from, the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company’s record and beneficial shareholders. Subject to the requirements of applicable Applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger TransactionsMerger, Parent and Merger Sub Parent, Purchaser and their representatives Representatives shall keep such information confidential (and all such information shall be deemed Evaluation Material and be governed by the terms of the Confidentiality Agreement) and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, should the Offer terminate or if this Agreement is shall be terminated, shall will promptly destroy or deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companypossession.

Company Actions. (a) The Company hereby approves Schedule 14D-9. As promptly as practicable on the date of and consents to commencement of the Offer, following the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents filing of the Company Board Recommendation. Schedule TO (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with and in any event within three business days after the filing of the Schedule TO), the Company shall (1) file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingthat, subject to Section 5.36.1(b), shall reflect the Company Board Recommendation and shall include the fairness opinions of the Company’s financial advisors referenced in Section 3.23 and the notice and other information required by Section 262(d)(2) of the DGCL and (2) cause the Schedule 14D-9 and the Schedule 13E-3 related documents to be disseminated to the holders of Company Common Stock Shares as and to the extent required by United States federal securities Lawsapplicable Legal Requirements, including Rule 14d-9 and Rule 13E-3 under by setting the Exchange Act. Each Stockholder List Date as the record date for purposes of Parent and Merger Sub shall promptly furnish or otherwise make available to receiving the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is notice required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 (i) to comply in all material respects with the Exchange Act or and other applicable Law Legal Requirements and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the Schedule 14D-9 or statements therein, in light of the Schedule 13E-3 and all other information concerning Parent and Merger Sub circumstances under which they were made, not misleading; provided, however, that may be reasonably requested no covenant is made by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any with respect to information supplied by it or on its behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 14D-9. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 13E-3 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company Parent and Purchaser shall promptly notify Parent upon the receipt of any comments from the SEC, furnish or any request from the SEC for amendments or supplements, otherwise make available to the Schedule 14D-9 Company or the Schedule 13E-3, and shall promptly provide Company’s legal counsel all information concerning Parent or Purchaser that may be required or reasonably requested in connection with copies of all written correspondence and summaries of all material oral communications between the Company any action contemplated by this Section 1.2(a). Parent and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel a be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the Schedule 13E-3 or amendment or supplement or response, filing thereof with the SEC and the Company shall give reasonable consideration to any such comments made by Parent or its counsel. The Company agrees to provide Parent and its counsel with any comments (including oral comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that ) the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it promptly after receipt of those comments (including oral comments). The Company shall use its commercially reasonable best efforts to respond promptly to such any comments (including oral comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice SEC or its staff with respect to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Subject to Section 5.2 and to any consents or approvals of the Company’s stockholders required under applicable Law, the Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendationtransactions contemplated hereby. (b) On the date the Offer Documents are filed with the SECis commenced, the Company shall, concurrently in a manner that complies with Rule 14d-9 under the filing of the Schedule TOExchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingwhich shall, subject to the provisions of Section 5.35.2, contain the recommendation and the approval of the Company Board Recommendation and shall of Directors referred to in Section 3.20(a). The Company further agrees to take all steps necessary to cause the Schedule 14D-9 and the Schedule 13E-3 to be filed with the SEC and disseminated to the holders of shares of Company Common Stock Capital Stock, in each case as and to the extent required by United States applicable federal securities Lawslaws. The Company, including Rule 14d-9 on the one hand, and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall Sub, on the other hand, agree to promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all correct any information concerning Parent and Merger Sub that is required provided by the Exchange Act or other applicable Law to be set forth it for use in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3. Each of the Company, Parent, and Merger Sub shall promptly correct any information supplied by it or on its behalf for inclusion or incorporation by reference in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information it shall have become false or misleading in any material respect, and the respect or as otherwise required by Law. The Company shall agrees to take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of the shares of Company Common Capital Stock, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company Parent and Sub shall promptly notify Parent upon be given the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or and any amendment thereto before filing with the Schedule 13E-3 or amendment or supplement or responseSEC. In addition, and the Company shall give reasonable consideration agrees to provide Parent and Sub any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event whether written or oral, that the Company receives any comments or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to after receipt of such comments, and to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required Offer, the Company shall promptly furnish or cause to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels labels, security position listings and all available listings and computer files containing the names and addresses of the record holders of the shares of Company Common Capital Stock as of the latest practicable date 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger or Sub with such other information and assistance (including periodically updated including, but not limited to, lists of stockholdersholders of the shares of Company Capital Stock, updated periodically, and their addresses, mailing labels and lists of security position listings and computer filespositions) as Parent or Merger Sub or its agent(s) may reasonably request in connection with the Offerrequest. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Subject to the requirements of applicable Law, such information shall be held confidential by Parent and except for such Sub under the terms of the confidentiality agreement, dated April 27, 2007 entered into between Parent and the Company (as amended, the “Confidentiality Agreement”). For the avoidance of doubt, the parties agree that the Confidentiality Agreement does not restrict steps as are necessary to prepare, file or disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.transactions contemplated hereby

Company Actions. (a) The Subject to Section 5.02(d), the Company hereby approves of and consents to the OfferOffer and Merger contemplated by this Agreement (collectively, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation“Transactions”). (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments such Schedule 14D-9, as amended and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”)supplemented from time-to-time, the “Schedule 14D-9”) containing), subject describing the recommendations referred to in Section 5.33.04(b), the Company Board Recommendation or any permitted withdrawal or modification in accordance with Section 5.02(b), and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the Company’s shareholders. The Schedule 14D-9 shall include the unanimous recommendation of the Board that the holders of shares of Company Common Stock as and accept the Offer, tender their shares to Sub pursuant to the extent required by United States federal securities Laws, including Rule 14d-9 Offer and Rule 13E-3 under the Exchange Act. Each of Parent approve and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3adopt this Agreement. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Company Common StockCompany’s shareholders, in each case as soon as and to the extent required by applicable Lawfederal securities laws. The Company shall promptly notify give 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a “reasonable opportunity opportunity” to review and comment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to the Schedule 13E-3 or amendment or supplement or response, shareholders of the Company. The Company shall provide Parent and its counsel with any comments the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated or its counsel may receive in accordance with the terms of this Agreement, in the event that the Company receives any comments writing from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it receipt of such comments and shall use its commercially provide Parent and Sub and their counsel with a “reasonable efforts opportunity” to respond promptly participate in the response of the Company to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedOffer, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, to promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of record of the record holders of Company Common Stock Company’s shareholders as of the latest practicable a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersshareholders, security position listings and computer files any non-objecting beneficial ownership lists, and all other information as Sub may reasonably request in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholdersshareholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company’s shareholders. Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Sub and their representatives shall use hold in confidence pursuant to the Confidentiality Agreement (as defined in Section 6.01) the information contained in any such labels, listings and files only in connection with the Merger Transactionsfiles, shall treat use such information only for the purpose of communicating the Offer and materials in accordance with disseminating any other documents necessary to consummate the terms Offer and conditions of the Confidentiality Agreement, Merger and, if this Agreement is shall be terminated, shall destroy shall, upon request, deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companypossession.

Company Actions. (a) The Company hereby approves of and consents to Schedule 14D-9. Concurrently with or as soon as reasonably practicable on the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents date of the Company Board Recommendation. (b) On filing of the date the Offer Documents are filed Schedule TO with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall (i) file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto such Schedule 14D-9, as amended or supplemented from time to time and including any exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”), the “Schedule 14D-9”) containingand, subject to unless previously withdrawn in accordance with Section 5.36.2(d) or Section 6.2(e), shall include in the Schedule 14D-9, the Board Recommendation. The Company Board Recommendation shall (i) include in the Schedule 14D-9 a notice of appraisal rights required to be delivered by the Company under 262(d)(2) of the DGCL and shall (ii) cause the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Shares as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 promulgated under the Exchange ActAct and any other Applicable Law, including by setting the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request with all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 14D-9, and all other information concerning Parent and Merger Sub that may be as reasonably requested by the Company for inclusion in the Schedule 14D-9 or 14D-9. The Company shall cause the Schedule 13E-3. Each 14D-9 to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Companycircumstances under which they were made, Parentnot misleading, and Merger Sub shall promptly correct any except that no representation, warranty or covenant is made by the Company with respect to information supplied by it or on its the behalf of Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 or 14D-9. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockShares, in each case as soon as and to the extent required by applicable Applicable Law. 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 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written 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 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company counsel shall provide Parent, Merger Sub and their counsel be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the Schedule 13E-3 or amendment or supplement or response, stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel; provided, however, that the Company need not give Parent and its counsel such comments. Unless opportunity to review and comment in connection with any amendment or supplement to the Offer has been terminated Schedule 14D-9 that relates to any Change in Recommendation made in accordance with the terms of this Agreement, in the event Section 6.2(d). The Company shall (A) provide Parent and its counsel any written comments that the Company receives any comments or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3receipt of such comments (and shall give Parent and its counsel prompt telephonic notice of any oral comments received from the SEC staff), then it shall use (B) provide Parent and its commercially counsel a reasonable efforts opportunity to respond promptly review and comment upon the proposed responses to any such comments. comments and a copy of any proposed written responses thereto prior to the filing thereof and (cC) The Schedule 14D-9 shall also reflect give reasonable and good faith consideration to any comments timely made by Parent and its counsel on any such proposed responses; provided, however, that the Merger is governed by Section 251(h) of the DGCL Company need not give Parent and contain its counsel such opportunity to review and constitute the notice to holders of Company Common Stock of the availability of appraisal rights comment in connection with the Merger required any such response or comments that relates to be delivered to such holders by any Change in Recommendation made in accordance with Section 262(d) of the DGCL6.2(d). The Company shall set respond promptly to any comments of the record date for the holders of Company Common Stock SEC or its staff with respect to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock14D-9. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub 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 any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) The Subject to Section 5.02(b), the Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to transactions contemplated by this Agreement (collectively, the inclusion in the Offer Documents of the Company Board Recommendation"Transactions"). (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments such Schedule 14D-9, as amended and supplements thereto and including exhibits thereto, including, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any amendments thereof or supplements theretosupplemented from time to time, the “"Schedule 13E-3”14D-9"), describing the “Schedule 14D-9”) containingrecommendations referred to in Section 3.04(b), subject to or any permitted withdrawal or modification in accordance with Section 5.35.02(b), the Company Board Recommendation and shall cause mail the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock as and to the extent required by United States federal securities Laws, including Rule 14d-9 and Rule 13E-3 under the Exchange Act. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-3Stock. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 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 and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockCompany's stockholders, in each case as soon as and to the extent required by applicable LawFederal securities laws. The Company shall promptly notify provide Parent upon the receipt of and its counsel in writing with any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9 or the Schedule 13E-3, and shall promptly provide Parent with copies of all written correspondence and summaries of all material oral communications between the Company and or its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Schedule 13E-3, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the Company receives any comments may receive from the SEC or its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to receipt of such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in In connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL providedOffer, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and, absent an Adverse Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Company Common Stock. (d) The Company shall, or shall cause its transfer agent to, to promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable 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 any non-objecting beneficial ownership lists, and all other information as Sub may reasonably request in the Company’s 's possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom communicating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” Company's stockholders. Subject to the requirements of applicable LawLaw (as defined in Section 3.05), and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Sub and their representatives shall use hold in confidence pursuant to the Confidentiality Agreement (as defined in Section 6.02) the information contained in any such labels, listings and files files, shall use such information only in connection with for the purpose of communicating the Offer and disseminating any other documents necessary to consummate the Offer, the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, other Transactions and, if this Agreement is shall be terminated, shall destroy shall, upon request, deliver to the Company all copies of such information then in their possession or under their control promptly upon the written request of the Companypossession.

Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are filed with the SEC, the Company shall, concurrently with the filing of the Schedule TO, shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretosuch Schedule 14D-9, includingas amended from time to time, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (together with any exhibits, amendments thereof or supplements thereto, the “Schedule 13E-314D-9”), the “Schedule 14D-9”) containing, subject to Section 5.3, including a description of the Company Board Recommendation (subject to Section 5.02(f) and (g)) and shall cause disseminate the Schedule 14D-9 and the Schedule 13E-3 to be disseminated to the holders of Company Common Stock Stock, as and to the extent required by United States applicable U.S. federal securities Laws, including Rule 14d-9 Law. The Schedule 14D-9 shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and Rule 13E-3 under the Exchange Act. Each of fairness opinion delivered by Evercore Group L.L.C. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 or the Schedule 13E-3 and all other information concerning Parent and Merger Sub that may be reasonably requested by the Company for inclusion in the Schedule 14D-9 or the Schedule 13E-314D-9. Each of the Company, Parent, Parent and Merger Sub shall promptly correct any information supplied provided by it or on its behalf for inclusion or incorporation by reference use in the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 or the Schedule 13E-3 and to cause the Schedule 14D-9 or the Schedule 13E-3 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable Law. The Company shall promptly notify provide Parent upon the receipt and its counsel with copies of any comments from written comments, and shall inform Parent and its counsel of any oral comments, that the SEC, Company or any request its counsel may receive from the SEC for amendments or supplements, its staff with respect to the Schedule 14D-9 or promptly after the Schedule 13E-3receipt of such comments. Except from and after an Adverse Recommendation Change, and shall promptly provide Parent with copies of all written 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 prior to the filing of the Schedule 14D-9 or the Schedule 13E-3 and (including any amendment or supplement thereto (that does not contain or relate to an Adverse Recommendation Changethereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-314D-9, the Company shall (x) provide Parent, Merger Sub Parent and their its counsel a reasonable opportunity to review and comment on the such Schedule 14D-9 or the Schedule 13E-3 or amendment or supplement or response, response (it being understood that Parent and the Company its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any such commentscomments made by Parent or its counsel. Unless the Offer has been terminated in accordance with the terms of this Agreement, in the event that the The Company receives shall respond promptly to any comments from of the SEC or its staff with respect to the Schedule 14D-9 or the Schedule 13E-3, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also reflect that the Merger is governed by Section 251(h) of the DGCL and contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by Section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by Section 262(d) of the DGCL provided, that, such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed14D-9. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation in (except to the extent that, prior to the filing of the Offer Documents andDocuments, absent an Adverse the Company Board shall have withdrawn or modified the Company Board Recommendation Change, to the inclusion of a copy of the Schedule 14D-9 in accordance with the Offer Documents mailed Section 5.02(f) or furnished to the holders of Company Common Stock(g)). (db) The In connection with the Offer, the Company shall, or shall cause its transfer agent to, to promptly furnish Parent and Merger Sub and their agents promptly (and in any event within five (5) Business Days) after the date of this Agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of shares of Company Common Stock as of the latest most recent practicable date preceding the date on which the Offer is commenced and of those persons Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and listings, computer files any non-objecting beneficial ownership lists, and all other information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and or Merger Sub such other information and reasonable assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with communicating the Offer. The date of the list of stockholders used to determine the Persons to whom Offer and disseminating the Offer Documents and to the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date.” 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 Transactions, Parent and Merger Sub and their representatives shall use hold in confidence the information contained in any such labels, listings and files files, shall use such information only in connection with the Offer and the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this Agreement is shall be terminated, shall, upon request, deliver to the Company or destroy (and shall destroy direct their agents to deliver to the Company or destroy) all copies of such information then (and certify in their possession or under their control promptly upon writing to the written request of the CompanyCompany such destruction, if applicable).