Common use of Company Actions Clause in Contracts

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Companyto Parent and Purchaser that, at a meeting duly called and heldheld prior to the date hereof, at which all directors were present the Company Board has unanimously, upon the terms and subject to the conditions set forth herein, (in person or by telephone)i) determined that the terms of this Agreement and the transactions contemplated hereby, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger are advisable and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and recommending that holders declared it advisable to enter into this Agreement, (iii) approved the execution and delivery by the Company of Shares accept this Agreement, the Offer performance by the Company of its covenants and that the Company's stockholders approve this Agreement agreements contained herein and the Merger. The Company represents and warrants that its Board consummation of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received transactions contemplated by holders of Shares pursuant to this Agreement, including the Offer and the Merger is fair Merger, upon the terms and subject to such holders from a financial point of view, the conditions contained herein and a complete and correct signed copy of such opinion has been delivered by (iv) resolved to make the Company to ParentBoard Recommendation. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant hereby consents to the Offerinclusion of the foregoing determinations and approvals and the Company Board Recommendation in the Offer Documents, unless the Company Board has effected a Company Adverse Recommendation Change to the extent permitted by Section 8.2. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall, or shall cause its transfer agent to, promptly furnish Parent and Purchaser with such assistance and such information as Parent or its agents may reasonably request in order to furnish Sub promptly with disseminate and otherwise communicate the Offer and the Merger to the record and beneficial holders of shares of Company Stock, including a list, as of the most recent practicable date, of the stockholders of the Company, mailing labels and any available listing or computer files containing the names and addresses of the all record and beneficial holders of Shares as shares of a recent date Company Stock, and lists of those persons becoming record holders subsequent to such date, together with copies security positions of all shares of Company Stock held in stock depositories (including lists of stockholders, security position mailing labels, listings and computer or files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Sharespositions), and shall promptly furnish to Sub Parent and Purchaser with such additional information and assistance (including updated lists of stockholdersthe record and beneficial holders of shares of Company Stock, mailing labels and lists of security position listings and computer filespositions) as Parent and Purchaser or their agents may reasonably request in communicating order to communicate the Offer and the Merger to the Company's stockholdersholders of shares of Company Stock. Subject to the requirements of applicable lawLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Sub Purchaser (and their agents respective agents) shall (i) hold in confidence the information contained in any such labelslists of stockholders, mailing labels and listings and filesor files of securities positions, will (ii) use such information only in connection with the Offer and the Merger and, and (iii) if this Agreement is terminated pursuant to Section 10.1, promptly return to the Company or destroy (and shall be terminated, will, upon request, deliver, and will use their best respective reasonable efforts to cause their agents to deliver, to the Company return or destroy) any and all copies of and summaries of, and any extracts from, such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents the other transactions contemplated hereby and warrants by the Ancillary Agreements and the Company, Newco and Newco Sub represent and warrant that the Board Boards of Directors of the Company, Newco and Newco Sub at a meeting meetings duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions resolutions, as appropriate, approving and adopting this Agreement, approving the Ancillary Agreements, the Offer and the Merger, taking all action necessary to render the provisions of Section 203 issuance of the DGCL (as defined below) inapplicable Convertible Preferred Stock to the Offer, the Merger Sprint L.P. and the Stockholder AgreementsConvertible Notes to Sprint as contemplated hereby, determining that this Agreement and the terms of transactions contemplated hereby and by the Ancillary Agreements, including the Offer and the Merger acquisition of the Convertible Preferred Stock, are fair to, and in the best interests of, the Company's stockholders and recommending that holders those stockholders who wish to receive cash for their shares of Shares Common Stock, accept the Offer and that tender their shares pursuant to the Company's stockholders approve this Agreement and the MergerOffer. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Deutsche Xxxxxx Xxxxxxxx Inc. that the proposed consideration to be received transactions contemplated by holders of Shares pursuant to the Offer and the Merger is fair to such holders this Agreement, when taken together, are fair, from a financial point of view, to the Company's stockholders and that a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferSprint. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D- 9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) of this Section 1.02 and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by applicable Federal securities lawsthe Company with respect to information supplied by Sprint or Sprint L.P. specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent Newco and Newco Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent Sprint and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent Sprint and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub Sprint promptly with mailing labels containing the names and addresses of the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into SharesCommon Stock, and shall furnish to Sub Sprint such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Sprint may reasonably request in communicating to facilitate communication of the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents Documents, Sprint and any other documents necessary to consummate the Merger, Parent and Sub and their its agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger other transactions contemplated hereby and, if this Agreement shall be terminated, will, upon request, will deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that the Board of Directors of the CompanyCompany (the “Company Board”), at a meeting duly called and held, at which has, by unanimous vote of all directors were present members of the Company Board (in person or i) determined that each of the transactions contemplated by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger Agreements are fair to, and in the best interests of, the Company's stockholders Company and recommending that holders its stockholders, (ii) declared the advisability of Shares accept and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and that the Company's stockholders approve Merger, which adoption and approval are sufficient to (A) satisfy the requirements of Section 251 of the DGCL and (B) render the restrictions under Section 203 of the DGCL on “business combinations” (as defined in Section 203 of the DGCL) with an “interested stockholder” (as defined under Section 203 of the DGCL) inapplicable to this Agreement Agreement, the Stockholder Agreements and the Merger. The Company represents transactions contemplated hereby and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to thereby, including the Offer and the Merger is fair and (iii) resolved to such holders from a financial point recommend acceptance of view, the Offer and a complete adoption and correct signed copy approval of such opinion has been delivered this Agreement and the Merger by the holders of the shares of Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferCommon Stock. (b) On Schedule 14D-9. As soon as reasonably practicable after the date commencement of the Offer Documents are filed with the SECOffer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such together with all amendments and supplements thereto, the “Schedule 14D-9, ”) and disseminate the Schedule 14D-9 to the stockholders of the Company as amended from time to time, required by Rule 14d-9 promulgated under the "Exchange Act and any other applicable Laws. The Offer Documents and the Schedule 14D- 9") containing 14D-9 shall contain the recommendation described of the Company Board in paragraph (a)favor of the Offer and the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, and the Company shall cause hereby consents to be disseminated the inclusion in the Offer Documents of such recommendation. The Company agrees that the Schedule 14D-9 to holders shall comply in all material respects with the requirements of Shares as applicable U.S. federal securities Laws and on the date first filed with the SEC and, on the date first published, sent or given to the extent Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required by applicable Federal securities laws. Each to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and Sub agrees Purchaser each shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company’s stockholders, in each case as and to the extent required by applicable Federal U.S. federal securities lawsLaws. Parent and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Schedule 14D-9 prior to its and any amendments thereto sufficiently in advance of the filing thereof with the SEC or dissemination to stockholders of the Company. The Company agrees to shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 Offer promptly after the receipt of such comments thereof, shall consult with Parent and its counsel prior to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, provide Parent and Sub its counsel with a copy of any written responses thereto and their agents shall hold in confidence the information contained in telephonic notification of any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to oral responses thereto of the Company all copies of such information then in their possession or controlits counsel.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that the (X) its Board of Directors of the Company, (at a meeting duly called and held, at which all directors were present (in person or ) has by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 unanimous vote of the DGCL directors, (as defined belowi) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining determined that the terms each of the Offer and the Merger are is (x) advisable and (y) fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept shares of capital stock of the Company, including but not limited to holders of shares of Common Stock, (ii) approved the Offer and that the Merger and approved and adopted this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby in accordance with the provisions of the DGCL, (iii) recommended acceptance of the Offer, approval of the Merger and approval and adoption of this Agreement by the stockholders of the Company's stockholders approve , (iv) approved the changes in the Options, Company Warrants, Stock Incentive Plans and Stock Plans contemplated by this Agreement Agreement, and (v) taken all other applicable action necessary to render (x) Section 203 of the DGCL and any other applicable state takeover statutes and (y) Article VIII of the Company Charter inapplicable to the Offer and the Merger. The Company represents ; and warrants that its (B) Xxxxxxx Sachs International has delivered to the Board of Directors has received of the Company its opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by the holders of Shares Common Stock, other than Parent and Merger Sub, pursuant to the Offer and the Merger is fair to such holders of Common Stock from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant subject to the Offerassumptions and qualifications contained in such opinion. (b) On the date the Offer Documents are filed with the SEC, the The Company shall file with the SEC SEC, as soon as practicable on the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeall amendments and supplements thereto, the "Schedule 14D- 914D-9") containing the recommendation described recommendations referred to in paragraph clause (a), X) of Section 2.2(a) and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause disseminate the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities lawsRule 14d-9 under the Exchange Act. Parent and its Merger Sub and their counsel shall be given reasonable the opportunity to review and comment upon the Schedule 14D-9 l4D-9 and any amendments thereto prior to its their filing with the SEC. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or dissemination given to stockholders the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Companycircumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion in the Schedule 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 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to cooperate participate, including by participating with Parent, Sub the Company and their its counsel in responding any discussions with the SEC or its staff, in the response of the Company to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Merger Sub promptly with mailing labels labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Shares the Common Stock as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Merger Sub with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of Common Stock and their addresses, mailing labels and lists of security position listings positions) and computer files) such other assistance as Parent Merger Sub or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub its Affiliates and their agents associates (as defined in Rule 12b-2 under the Exchange Act) shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminatedterminated in accordance with Article X, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, shall promptly deliver to the Company all copies of such information then in their possession and shall certify in writing to the Company their compliance with this Section 2.2(c). (d) The Company has been advised that each of its directors and Executive Officers intends to tender pursuant to the Offer all shares of Common Stock owned of record and beneficially by him or controlher, if any, except to the extent such tender would violate applicable securities laws.

Company Actions. (a) The Company hereby approves of and consents to the Offer Merger and represents and warrants that that, upon the recommendation of the Company Special Committee, its Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which has (i) approved this Agreement (including all directors were present (in person or by telephone), duly terms and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer conditions set forth herein) and the transactions contemplated hereby, including the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company and its shareholders, (ii) directed that this Agreement and the Merger be submitted to a vote of the shareholders of the Company's stockholders , and recommending that holders of Shares accept the Offer and (iii) resolved to recommend that the Company's stockholders shareholders of the Company approve and adopt this Agreement and the Merger. The Company represents and warrants that Section 302A.673 of the Minnesota Business Corporation Act, as amended (the "MBCA"), does not limit in any respect the transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Proxy Documents (as defined herein) of the recommendation of its Board of Directors has received described in clause (iii) of the opinion first sentence of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offerthis Section 1.01. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall promptly furnish or cause its transfer agent to be furnished to the Parent mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record holders of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Parent with such information and assistance (including updated lists of stockholders, security position listings and computer files) as the Parent or its agents may reasonably request in communicating with the Offer shareholders of the Company with respect to the Company's stockholdersMerger. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Proxy Documents and any other documents necessary subject to consummate the Mergerrequirements of applicable law, Parent shall, and Sub and their agents shall cause the Purchaser to, hold in confidence the information contained in any of such labels, listings labels and files, will lists and the additional information referred to in the preceding sentence and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlMerger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and i) unanimously adopted resolutions approving and adopting this determined that each of the Agreement, approving the Offer and the MergerMerger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, taking all action necessary (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to render the provisions Offer and the Merger for purposes of Section 203 of the DGCL (as defined belowthe "Section 203 Approval"), (iii) inapplicable received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the OfferCompany, to the Merger and the Stockholder Agreements, determining effect that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders the stockholders of the Company from a financial point of view, (iv) approved this Agreement and a complete the transactions contemplated hereby, including the Offer and correct signed copy the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of such opinion has been delivered by the Company accept the Offer, tender their Shares thereunder to Parentthe Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officers officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such person Person either intends to tender pursuant to the Offer all Shares owned by such person pursuant to Person or vote all Shares owned by such Person in favor of the OfferMerger. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to the Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record all holders of record of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Shares. 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 Merger, Parent Purchaser and Sub its affiliates and their agents associates shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger Merger, and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information then in their possession or controlpossession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreementsother transactions contemplated by this Agreement, determining that subject to the terms approval of the Offer and the Merger are fair to, and in the best interests of, by the Company's stockholders and recommending that holders of Shares accept in accordance with the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of viewMissouri BCL (as defined in Section 2.1), and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offerif required. (b) On In accordance with Rule 14d-9(e) of the date Exchange Act, and prior to the Offer Documents are filed with the SECCompany Stockholder Approval (as defined in Section 3.23), if any, the Company shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetime and including the exhibits thereto, the "Schedule 14D- 914D-9") containing the recommendation recommendations described in paragraph (a), Section 3.19 hereof and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares as and to the extent required by applicable Federal securities lawsCompany. Each of the Company, Parent and Sub agrees Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become is false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company shall promptly notify Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel regarding any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and shall promptly after provide to the receipt Parent and its counsel copies of such comments and to cooperate with Parentwritten comments, Sub and their counsel in responding to any such commentsif any. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub Purchaser promptly with mailing labels containing the names and addresses of the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such the latest practicable date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into SharesCommon Stock, and shall furnish to Sub Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Mergerthis Agreement, Parent and Sub and their agents Purchaser shall hold in confidence the information contained in any such labels, listings and files, will shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be is terminated, willshall, upon request, deliver, and will use their best reasonable efforts to cause their agents to deliver, deliver to the Company or destroy all copies of such information then in their possession or controlpossession, followed promptly by written confirmation of copies destroyed, if any.

Company Actions. (a) The Company hereby approves of ---------------- and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreementstransactions contemplated hereby, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve and adopt this Agreement Agreement, accept the Offer and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares tender their shares pursuant to the Offer and/or vote their shares of Company Common Stock and Preference Stock in favor of the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferMerger. (b) On Not later than the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (which shall include the information required by Section 14(f) of the Exchange Act and Rule l4f-1 promulgated thereunder with respect to the persons to be named directors of the Company pursuant to Section 5.21) with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), Section 1.02(a) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by applicable Federal securities lawsthe Company with respect to information provided by Parent or Acquisition Sub for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, Parent and Acquisition Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel in writing with any comments or requests for additional information the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to cooperate participate, including by way of discussions with Parentthe SEC or its staff, Sub and their counsel in responding the response of the Company to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Acquisition Sub promptly with mailing labels containing the names and addresses of the record holders of Shares Company Common Stock and of the record holders of Preference Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares Company Common Stock and any securities convertible into Sharesthe beneficial owners of Preference Stock, and shall furnish to Acquisition Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements holders of applicable law, Company Common Stock and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlPreference Stock.

Company Actions. (a) The Company hereby approves As promptly as practicable on the date of and consents to the Offer and represents and warrants that the Board of Directors commencement of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments, supplements and exhibits thereto, the Offer (such “Schedule 14D-9”) which, as amended from time subject to timeSection 5.2, shall contain the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company Recommendation. The Company shall cause to be disseminated the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by applicable Federal federal securities lawsLaws and rules and regulations promulgated thereunder. Each of the The Company, on the one hand, and each of Parent and Sub agrees Purchaser, on the other hand, shall promptly to correct any information provided by it for use in the Schedule 14D-9 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to shall cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to holders of the Shares, in each case case, as and to the extent required by applicable Federal federal securities lawsLaws and rules and regulations promulgated thereunder. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination and disseminated to stockholders holders of Shares. In addition, the Company. The Company agrees to shall provide Parent and its counsel with any comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments comments, consult with Parent and its counsel prior to cooperate with Parent, Sub and their counsel in responding to any such commentscomments and provide Parent with copies of all such responses. (cb) In connection with the Offer and the Merger, the The Company shall cause its transfer agent or agents to promptly furnish Sub promptly Purchaser with mailing labels containing the names and addresses of the all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position other available listings and computer files containing names, addresses and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the security position listings of record holders and beneficial owners of Shares and any securities convertible into Shares, and . The Company shall furnish to Sub Purchaser with such information and assistance (additional information, including updated lists listings and computer files of stockholders, mailing labels and security position listings listings, and computer files) such other assistance as Parent Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the Company's stockholdersrecord and beneficial holders of Shares. Subject to the requirements of applicable lawLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Sub and their agents Purchaser shall hold in confidence the information contained in any such labels, listings and files, will shall use such information only solely in connection with the Offer and the Merger Merger, and, if this Agreement shall be is terminated in accordance with Section 7.1 or if the Offer is otherwise terminated, will, upon request, deliver, and will use their best efforts shall promptly deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information information, labels, listings and files then in their possession or controlin the possession of their agents or representatives. (c) The Company grants to Parent and Purchaser an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Purchaser immediately following consummation of the Offer, shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully-diluted basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Offer Price; provided, however, that the obligation of the Company to deliver Merger Option Shares upon the exercise of the Merger Option is subject to the condition that no judgment, injunction, order or decree shall prohibit the exercise of the Merger Option or the delivery of the Merger Option Shares in respect of such exercise. (d) The Merger Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least 80% of the outstanding shares of Company Common Stock on a fully-diluted basis. The Merger Option shall not be exercisable to the extent that the number of shares of Company Common Stock subject thereto exceeds (x) the number of authorized shares of Company Common Stock available for issuance or (y) the number of shares of Company Common Stock that may be issued to Parent and Purchaser without obtaining stockholder approval under the rules of NASDAQ. (e) In the event that Parent or Purchaser wish to exercise the Merger Option, Purchaser shall give the Company one (1) Business Day’s prior written notice specifying the number of shares of Company Common Stock that are owned by Parent and Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Parent or Purchaser shall pay to the Company an amount equal to the product of (i) the number of shares of Company Common Stock purchased pursuant to the Merger Option, multiplied by (ii) the Offer Price, which amount shall be paid in cash (by wire transfer or cashier’s check) or, at the election of Parent or Purchaser, by delivery of a promissory note having full recourse to Parent. (f) Parent and Purchaser acknowledge that the Merger Option Shares which Parent and Purchaser may acquire upon exercise of the Merger Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon the purchase of the Merger Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Parent and Purchaser agree that the Merger Option and the Merger Option Shares to be acquired upon exercise of the Merger Option are being and will be acquired by Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board (a) its board of Directors of the Company, directors (at a meeting duly called and held) has by the requisite vote of such board of directors, at which all directors were present subject to its continuing duty to the stockholders of the Company, (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving i) determined that the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offertaken together, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares Company Common Stock, (ii) approved the Offer and the Merger subject to the terms and conditions set forth herein, and (iii) resolved to recommend that the stockholders of the Company accept the Offer and that tender their shares of Company Common Stock thereunder to Merger Sub and approved and adopted the Merger and this Agreement; and (b) Deutsche Bank Securities, Inc. ("Deutsche Bank") has delivered to the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that board of directors its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by the holders of Shares Company Common Stock pursuant to the Offer and the Merger is fair to such the holders of Company Common Stock from a financial point of view, subject to the assumptions and a complete and correct signed copy of qualifications contained in such opinion has been delivered by the Company to Parentopinion. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC as soon as practicable on or after the date of the commencement of the Offer, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described recommendations referred to in paragraph clause (a), and ) of the preceding sentence subject to the fiduciary duties of the board of directors of the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as advised by counsel. Parent, Merger Sub and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its their counsel shall be given reasonable the opportunity to review and comment upon on the Schedule 14D-9 and any amendment or supplement thereto prior to its filing with the SEC SEC. If at any time prior to the expiration or dissemination to stockholders termination of the Company. The Company agrees Offer any event occurs which is required by applicable law to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect be described in an amendment to the Schedule 14D-9 promptly after or any supplement thereto, the receipt Company will file and disseminate, as required, an amendment or supplement which complies in all material respects with the Securities Exchange Act of such comments 1934, as amended (the "34 Act"), and to cooperate with Parent, Sub the rules and their counsel in responding to regulations thereunder and any such comments. (c) other applicable laws. In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Merger Sub promptly with mailing labels labels, security position listings and any available listing or computer list containing the names and addresses of the record holders of Shares Company Common Stock as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Merger Sub with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of Company Common Stock and their addresses, mailing labels and lists of security position listings positions) and computer files) such other assistance as Parent Merger Sub or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone)present, duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder AgreementsAgreement, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. Interstate/Johnxxx Xxxe Corporation that the proposed consideration to be received by holders of Shares pursuant to the Offer Offer, and by holders of Shares and Class B Shares pursuant to the Merger Merger, is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a) (subject to the right of the Board of Directors of the Company to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares and Class B Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares, Class B Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control. (d) The Company shall transmit to each holder of Class B Shares contemporaneously with the transmission of the Offer Documents to the holders of Shares (i) the Offer Documents, (ii) a letter stating that holders of Class B Shares who wish to participate in the Offer must request the conversion of their Class B Shares into Shares pursuant to the Amended and Restated Articles of Incorporation of the Company and (iii) a form of conversion request, which conversion request shall provide that a holder of Class B Shares requests conversion thereof simultaneous with Sub's first acceptance for payment of Shares pursuant to the Offer, and that the Shares received upon such conversion shall be deemed validly tendered pursuant to the Offer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the other transactions contemplated by this Agreement and represents and warrants that the Board of Directors of the CompanyCompany Board, at a meeting duly called and held, held prior to the execution of this Agreement at which all of the directors of the Company Board were present (present, either in person or by conference telephone), duly and unanimously (i) adopted resolutions approving and adopting this Agreement, approving and the transactions contemplated hereby, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon exercise thereof, and the other transactions contemplated hereby and thereby; (ii) recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taking are advisable and fair to and in the best interests of the Company and the stockholders of the Company; (iv) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required by Law, vote their Shares in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the applicable provisions of applicable Law; (v) took all action necessary to irrevocably render the restrictions on takeovers, business combinations, control share acquisitions, fair prices, moratorium or similar provisions contained in the Delaware General Corporation Law (the “DGCL”) inapplicable to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement and (vi) took all action necessary to render the provisions of Section 203 of the DGCL (as defined below) Rights inapplicable to this Agreement, the Offer, the Merger and or the Stockholder Agreements, determining that other transactions contemplated by this Agreement. The Company hereby consents to the terms inclusion of the Offer foregoing determinations, recommendations and the Merger are fair to, and approvals in the best interests ofOffer Documents, subject to the Company's stockholders and recommending that holders right of Shares accept the Offer and that Company Board to withdraw, modify or amend its recommendation in accordance with the Company's stockholders approve provisions of Section 6.5(b) of this Agreement and the MergerAgreement. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company it has been advised by that each of its directors and executive officers that each such person intends to tender any and all Shares owned by such person they beneficially own pursuant to the Offer. (b) On the date the Offer Documents are filed Contemporaneous with the SECfiling of the Schedule TO, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect any amendments or supplements thereto, and including all exhibits thereto, the “Schedule 14D-9”) that (i) will comply in all material respects with the provisions of all applicable federal securities laws and (ii) will include the opinion of the Company Financial Advisor referred to in Section 4.23 hereof. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Company Board described in Section 1.2(a) hereof, subject to the Offer (such Schedule 14D-9right of the Company Board to withdraw, as amended from time to time, modify or amend its recommendation in accordance with the "Schedule 14D- 9"provisions of Section 6.5(b) containing the recommendation described in paragraph (a)of this Agreement. The Company shall disseminate, and the Company shall cause to be disseminated cooperate with Parent and Purchaser in disseminating, the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal federal securities laws. Each of Parent and Purchaser shall promptly furnish to the Company upon request all information concerning Parent and Purchaser that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. The Company hereby further agrees that, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material order fact or omit to state any material fact required to be stated therein or necessary in to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Purchaser hereby agree that the information provided by them specifically for inclusion or incorporation by reference in the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Sub agrees Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect and to the extent any information provided by or on behalf of Parent or Purchaser shall have become false or misleading in any material respect, Parent or Purchaser shall bear all costs, fees and expenses related to the correction, filing and dissemination of the revised Schedule 14D-9. The Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented amended, to reflect such corrected information, to be filed with the SEC and disseminated to holders of Sharesthe Company’s stockholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent The Company shall provide Parent, Purchaser and its their counsel shall be given reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its the filing thereof with the SEC SEC, and the Company shall give due consideration to all the reasonable additions, deletions or dissemination to stockholders changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company shall provide Parent, Purchaser and their counsel with copies of the Company. The Company agrees to provide Parent any written comments, and its counsel shall inform them of any comments oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments comments, and to cooperate with any written or oral responses thereto. Parent, Sub Purchaser and their counsel in responding shall be given a reasonable opportunity to review any such commentswritten responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. (c) In connection with the Offer and the MergerOffer, the Company shall, or shall cause its transfer agent or agents to to, promptly furnish Sub promptly Parent and Purchaser with mailing labels containing the names and addresses of the all record holders of Shares, any available computer files containing the names and addresses of all record and beneficial holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall promptly furnish to Sub Parent with such information and assistance (additional information, including updated lists of stockholders, mailing labels and security position listings listings, and computer files) such other information and assistance as Parent or its agents may reasonably request in for the purpose of communicating the Offer to the Company's stockholdersrecord and beneficial holders of Shares. Subject to the requirements of applicable law, and except Except for such steps as are reasonably necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerOffer, the Merger and the other transactions contemplated by this Agreement, Parent and Sub Purchaser shall, and shall cause each of their agents shall Affiliates to, hold in confidence the information contained in any such mailing labels, security position listings and files, will files and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlMerger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, Company (the "Company Board") at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this i) determined that each of the Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger (as defined in Section 1.04) are fair to, advisable and in the best interests ofof the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the Company's "Transactions"), and (iii) resolved to recommend that the stockholders and recommending that holders of Shares the Company accept the Offer and that the Company's stockholders approve and adopt this Agreement and the Merger. The Company represents and warrants ; provided, that its Board such recommendation may be withdrawn, modified or amended in accordance with the provisions of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferSection 4.02. (b) On the date the Offer Documents are filed Concurrently with the SECcommencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the provisions of Section 4.02, contain the recommendation described referred to in paragraph clause (a)iii) of Section 1.02(a) hereof. The Company represents and warrants to Parent and Purchaser that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company shall cause with respect to information furnished by Parent or Purchaser for inclusion in the Schedule 14D-9. Parent and Purchaser jointly and severally represent and warrant to the Company that the information supplied in writing by Parent and Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of material fact or omit to state such material fact required to be disseminated stated therein or necessary in order to make the statements therein, in light of the circumstances under which such statement was made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its outside counsel shall be given reasonable the opportunity to review and comment upon the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, Purchaser and its their outside counsel with any comments comments, whether written or oral, that the Company or its outside 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 cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of all recordholders of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) assistance as Parent Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Shares. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents Purchaser shall hold in confidence the information contained in any of such labels, listings labels and fileslists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, will, will upon request, deliver, and will use their best efforts request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information information, labels, listings and files then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the ---------------- Offer and represents and warrants that the its Board of Directors of the Company, (at a meeting duly called and held, at which all directors were present ) has unanimously (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving a) determined that the Offer and the Merger, taking all action necessary Merger are fair to render the provisions of Section 203 stockholders of the DGCL Company and are in the best interests of the stockholders of the Company, (as defined belowb) inapplicable to approved this Agreement, the Offer, the Merger and the Stockholder other Transaction Agreements, determining that including for purposes of Section 203 of the terms DGCL, and (c) recommended acceptance of the Offer and the Merger are fair to, approval and in the best interests of, the Company's stockholders and recommending that holders adoption of Shares accept the Offer and that the Company's stockholders approve this Agreement and the MergerMerger by the stockholders of the Company which approval constitutes approval of each of the Transactions for purposes of the applicable provisions of the DGCL. The Company represents and warrants that its Financial Advisor has delivered to the Board of Directors has received of the Company its opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by the holders of Shares pursuant to shares of Company Common Stock in the Offer and the Merger is fair to such the holders of shares of Company Common Stock from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends hereby agrees to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeany amendments or supplements thereto, the "Schedule 14D- 914D-9") containing such recommendation with the recommendation described in paragraph SEC (a), and -------------- the Company shall cause information required by Section 14(f) of the Exchange Act) and to be disseminated the mail such Schedule 14D-9 to holders the stockholders of Shares as and the Company; provided that such -------- recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent required permitted by applicable Federal securities lawsSection 7.03(b). Such Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each of the Company, Parent Parent, and Sub Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of Sharesshares of Company Common Stock, in each case case, as and to the extent required by applicable Federal federal securities lawsLaws. Parent The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC or dissemination to stockholders of the CompanySEC. The Company agrees to provide Parent Purchaser and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsthereof. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which all directors were present held has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this i) determined that each of the Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger Merger, the Option Agreement and the Stockholder AgreementsShareholders Agreement are fair to and in the best interests of the shareholders of the Company, determining that (ii) duly approved this Agreement, the terms of Option Agreement, the Shareholders Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger are fair to(collectively, the "Transactions"), and in such approval constitutes approval of this Agreement, the best interests ofOption Agreement, the Shareholders Agreement and the Transactions, for purposes of Sections 13.1-727 and Sections 13.1-728.1 et. seq. of the VSCA, (iii) amended the Company's stockholders By-laws to provide that Article 14.1 of the VSCA does not apply to the Company, and recommending (iv) resolved to recommend that holders the shareholders of Shares the Company accept the Offer and that tender their shares thereunder to the Company's stockholders Purchaser and approve and adopt this Agreement and the Merger. The Company represents Merger (provided, however, that subject to and warrants that its Board in accordance with the provisions of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to Section 5.3, such recommendation may be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from withdrawn, modified or amended in connection with a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferSuperior Proposal (as defined in Section 5.3)). (b) On As soon as practicable on or after the date the Offer Documents are filed with the SECis commenced, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments or supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the provisions of Section 5.3(c) contain the recommendation described referred to in paragraph clause (a)iv) of Section 1.2(a) hereof. The Schedule 14D-9 will comply in all material respects with the provisions of the Exchange Act, the rules and regulations thereunder, and other applicable federal securities laws and, on the date filed with the SEC and on the date first published or sent to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company shall cause with respect to be disseminated information furnished by Parent or the Purchaser expressly in writing for inclusion in the Schedule 14D-9 14D-9. No representation, warranty or covenant is made or shall be made herein by Parent or the Purchaser with respect to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use contained in the Schedule 14D-9 if and to other than the extent that such information shall have become false supplied by Parent or misleading the Purchaser in any material respect, and writing expressly for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.holders

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 determining, as of the DGCL (as defined below) inapplicable to the Offerdate of such resolutions, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and stockholders, recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and accept the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Offer, tender their Shares pursuant to the Offer and approve this Agreement (if required) and approving the Merger is fair acquisition of Shares by Sub pursuant to such holders from a financial point of view, the Offer and a complete and correct signed copy of such opinion has been delivered the other transactions contemplated by the Company to Parentthis Agreement. The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all Shares (other than Shares, if any, held by such person that, if tendered, could cause such person to incur liability under the provisions of Section 16(b) of the Exchange Act) owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the "Schedule 14D- 9SCHEDULE 14D-9") containing containing, subject to the terms of this Agreement, the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, will deliver, and will use their best reasonable efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.. 3

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and i) unanimously adopted resolutions approving and adopting approved this Agreement, approving the Offer Agreement and the Mergertransactions contemplated hereby, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of including the Offer and the Merger (collectively, the "Transactions"), (ii) unanimously determined that as of the date hereof the Transactions are fair to, to and in the best interests of, of the Company's stockholders and recommending (iii) unanimously resolved to recommend that holders the stockholders of Shares the Company accept the Offer Offer, tender their Shares thereunder to Purchaser and that the Company's stockholders approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors of the Company, after consultation with its legal counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant consents to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy inclusion of such opinion has been delivered by recommendation and approval in the Company to ParentOffer Documents. The Company has been advised by each that all of its directors and executive officers that each such person intends intend either to tender all their Shares owned by such person pursuant to the OfferOffer or to vote their Shares in favor of the Merger. (b) On As promptly as practicable following the date commencement of the Offer Documents are filed with the SECOffer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the recommendation described fiduciary duties of the Company's directors under applicable law and to the provisions of this Agreement, contain the recommendations referred to in paragraph (a)Section 1.2(a) hereof. The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9. The information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 shall cause not, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the initial Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, Purchaser and its their counsel in writing with any comments comments, or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications, and to cooperate with shall provide Parent, Sub Purchaser and their counsel in responding a reasonable opportunity to any comment on the proposed response of the Company to such comments. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to Parent and Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file(s) containing the names and addresses of the record holders of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Parent with such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents Purchaser shall hold in confidence the information contained in any of such labels, listings labels and fileslists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, will, will upon request, deliver, and will use their best efforts request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) __The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving and adopting this Agreement, approving the Offer and Offer, the Merger, taking all action necessary to render the provisions Tax Agreement, and, for purposes of Section 203 of the DGCL Delaware General Corporation Law (as defined below) inapplicable to the Offer"DGCL"), the Merger Tender and the Stockholder AgreementsVoting Agreement, (ii) determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (iii) recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and accept the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Offer, tender their Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered (if required by the Company to ParentDGCL) approve and adopt this Agreement. The Company has been advised by each represents that the foregoing action of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Board of Directors of the Company in approving this Agreement, the Offer, the Merger and the Tender and Voting Agreement is sufficient to render inapplicable to this Agreement (and the transactions provided for herein) and the Tender and Voting Agreement the restrictions on "business combinations" (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL. (b) On the date the Offer Documents are filed with the SEC, or promptly thereafter, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, being hereinafter referred to as the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), Section 1.2(a) hereof and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares as and to the extent required by applicable Federal securities lawsCompany. Each of the Company, Parent Purchaser and Merger Sub agrees promptly to correct any written information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent Purchaser and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent Purchaser and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent Purchaser and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, willshall, upon request, promptly deliver, and will use their best efforts to shall cause their agents promptly to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of shall, after affording Parent a reasonable opportunity to review and consents to the Offer and represents and warrants that the Board of Directors of the Companycomment thereon, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC and mail to the holders of Company Common Shares, as promptly as practicable on or after the date of the filing by Parent and MergerSub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Company Common Shares tender their Company Common Shares pursuant to the Offer (such and shall disseminate the Schedule 14D-9, 14D-9 and the Offer Documents to the stockholders of the Company as amended from time to time, required by Rule 14d-9 promulgated under the "Exchange Act. The Schedule 14D- 9") containing the recommendation described in paragraph (a)14D-9 will set forth, and the Company shall cause hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has (i) determined that each of the Offer and the Merger is advisable and in the best interests of the Company and its stockholders, (ii) approved the Offer and this Agreement in accordance with the MGCL, (iii) recommended acceptance of the Offer and that holders of Company Common Shares tender their shares in the Offer (the “Offer Recommendation”) and approve the Merger by the Company’s stockholders if such approval is required by applicable Law (the “Merger Recommendation”), and (iv) provided that the representations in Section 5.08 are accurate and continue to be disseminated accurate through the Acceptance Date, and subject to the Company’s continued qualification as a REIT, taken all appropriate and necessary actions to cause the acquisition of Company Common Shares by the Parent and MergerSub in connection with the Offer to comply with or be exempted from any provision contained in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of Company Common Shares as set forth in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), including the Ownership Limit set forth in Article VII of the Company Charter, inapplicable to the acquisition of Company Common Shares by Parent and MergerSub in connection with the Offer; provided, however, that the Company may make a Company Adverse Recommendation Change (as hereinafter defined) only prior to the acceptance for payment of Company Common Shares pursuant to the Offer, and in any case only to the extent permitted by Section 7.04(d) (and then only after compliance with Section 7.04(c)). The Company hereby consents to the Offer and to the inclusion in the Offer Documents of the Offer Recommendation and the Merger Recommendation (provided, that if there has been a Company Adverse Recommendation Change, such change shall be reflected in the Offer Documents or amendments thereto). The Company agrees reasonably promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and Parent, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to holders include any information that shall become necessary in order to make the statements therein, in light of Shares the circumstances under which they were made, not misleading. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders to the extent required by applicable Federal securities laws. Each of the CompanyThe Company shall provide MergerSub (in writing, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respectwritten), and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed consult with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 MergerSub prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel responding to, any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 as promptly as practicable after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (cb) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly MergerSub 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 the Company Common Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub MergerSub with such additional available information and assistance (including updated lists of stockholdersholders of Company Common Shares and their addresses, mailing labels and lists of security position listings positions and computer filesnon-objecting beneficial owner lists) and such other assistance as Parent the MergerSub or its agents may reasonably request in communicating the Offer to the Company's ’s record and beneficial stockholders. Subject to the requirements of applicable lawLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Parent, MergerSub and their Affiliates, associates, agents and advisors, shall hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, will use such information files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, Parent will, upon Company’s written request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company or destroy (and provide a certification of an officer of Parent certifying to such destruction) all copies of such information then in their possession or controlpossession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors of the Company, (at a meeting duly called and held) has unanimously (a) determined as of the date hereof that the Offer, at which all directors were present the Merger (as defined in person or by telephone), duly Section 2.1 hereof) and unanimously adopted resolutions approving the Spin-Off are fair to the stockholders of the Company and adopting this Agreement, approving are in the best interests of the stockholders of the Company and (b) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger, taking all action necessary to render Merger by the provisions of Section 203 stockholders of the DGCL Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of Sections 902 and 912 of the New York Business Corporation Law (as defined below) inapplicable "NYBCL"). The Company further represents that Lazard Freres & Co. LLC has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of Shares in the Offer, the Merger and the Stockholder Agreements, determining that Spin-Off is fair to the terms holders of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders common stock from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends hereby agrees to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule SCHEDULE 14D- 9") containing such recommendation with the recommendation described in paragraph SEC (a), and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that subject to the provisions of Section 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. Such Schedule 14D-9 shall cause to be disseminated be, if so requested by Purchaser, filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents; provided, that in any event the Schedule 14D-9 to holders of Shares as shall be filed and to mailed no later than 10 Business Days following the extent required by applicable Federal securities laws. Each commencement of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities lawsOffer. Parent Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the on such Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC or dissemination to stockholders of the CompanySEC. The Company agrees to provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the such Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsthereof. SECTION 1.3. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving this Agreement and adopting this the Stockholder Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve and adopt this Agreement and the Merger(if required). The Company represents and warrants that its Board of Directors has received the opinion dated February 10, 1997 of U.S. Bancorp Xxxxx Xxxxxxx Inc. that Prudential Securities Incorporated ("Prudential Securities") that, as of such date and based upon and subject to the proposed matters set forth therein, the cash consideration to be received by the holders of Shares pursuant to the Offer and the Merger is was fair to such holders from a financial point of viewview to such holders, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, or promptly thereafter, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), 1.02(a) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to written information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any written information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, promptly deliver, and will use their best efforts to cause their agents promptly to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves shall file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and consents the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that the Board of Directors of the CompanyCompany Board, at a meeting duly called and held, at which all has (i) determined by unanimous vote of its directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving that the Offer and the Merger, taking is fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and adopted this Agreement in accordance with the GCL, (iii) recommended acceptance of the Offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law), and (iv) taken all other action necessary to render the provisions of Section 203 of the DGCL (as defined below) GCL and the Rights inapplicable to the Offer, the Merger and the Stockholder Support Agreements; provided, determining however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the terms Company Board determines in good faith and on a reasonable basis, after consultation with its outside counsel, that failure to take such action would be a breach of the Offer and Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the Merger are fair toexecution hereof, and in the best interests ofSaloxxx Xxxxx Xxxney ("SSB"), the Company's stockholders financial advisor, has delivered to the Company Board its opinion, and recommending that holders as of Shares accept the Offer and that date hereof will deliver its written opinion, to the Company's stockholders approve effect that, as of the date of this Agreement and Agreement, the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed cash consideration to be received by the holders of Common Shares (other than Common Shares held by Parent or any of its affiliates, in the treasury of the Company or by any wholly-owned subsidiary of the Company) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company further represents and warrants that it has been authorized by SSB to permit, subject to prior review and a complete and correct signed copy consent by SSB (such consent not to be unreasonably withheld), the inclusion of such opinion has been delivered by (or a reference thereto) in the Company to ParentOffer Documents and -3- 8 in the Schedule 14D-9. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant hereby consents to the Offerinclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a). (b) On The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date the Offer Documents are filed with the SECSEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to information supplied by Parent or the Offer (such Purchaser in writing for inclusion in the Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, on the one hand, and Parent and Sub agrees the Purchaser, on the other hand, agree promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case case, as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentslaw. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly the Purchaser with mailing labels labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of Common Shares and their addresses, mailing labels and lists of security position listings positions and computer filesnon-objecting beneficial owner lists) and such other assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the Company's record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this i) determined that each of the Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger (as defined in Section 2.1) are fair to, to and in the best interests ofof the shareholders of the Company, (ii) approved this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 912 of the NYBCL (the "Section 912 Approval"), (iii) received the written opinion of the Company's stockholders and recommending financial advisor, Fleet Securities, Inc., a New York corporation ("Fleet"), to the effect that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to such holders the shareholders of the Company from a financial point of view, (iv) approved this Agreement and a complete the transactions contemplated hereby, including the Offer and correct signed copy the Merger (collectively, the "Transactions") and (v) resolved to recommend that the shareholders of such opinion has been delivered by the Company accept the Offer, tender their Shares thereunder to ParentPurchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officers officer who as of the date hereof is actually aware of the Transactions that each such person Person currently intends to tender pursuant to the Offer all Shares owned by such person pursuant to the OfferPerson. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to Purchaser mailing labels, security position listings and any available listings or agents to furnish Sub promptly with mailing labels computer files containing the names and addresses of the record all holders of record of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) such assistance as Parent Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Shares. 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 Merger, Parent Purchaser and Sub its affiliates and their agents associates shall hold in confidence the information contained in any such labels, listings and filesfiles and all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies copies, extracts or summaries of such information then in their possession or controlthe possession of their agents.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining other transactions contemplated by this Agreement and the Contingent Cash Consideration Agreements and represents that the terms Board of Directors, at a meeting duly called and held has unanimously (i) determined that the Offer Offer, the Merger, this Agreement, the Contingent Cash Consideration Agreements and the Merger transactions contemplated hereby and thereby are advisable, fair to, to and in the best interests of, of the Company's stockholders Company and recommending that holders of Shares accept the Offer and that the Company's stockholders approve its stockholders; (ii) adopted this Agreement and approved the transactions hereby; (iii) resolved to recommend acceptance of the Offer and, if required, approval of the Merger by its stockholders; and (iv) taken all other actions necessary to exempt the Offer, the Merger. The Company represents and warrants that its Board of Directors has received , this Agreement, the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer Contingent Cash Consideration Agreements and the Merger is transactions contemplated hereby and thereby from any “fair to such holders from a financial point of viewprice”, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer“moratorium”, “control share acquisition”, “interested stockholder”, “business combination” or other similar statute or regulation (“Takeover Statute”). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the "“Schedule 14D- 9"14D-9”) containing containing, subject to Section 6.5(b), the recommendation described in paragraph (a), Section 1.2(a)(iii) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company as and to the extent required by applicable Federal securities lawsRule 14d-9 under the Exchange Act. Each of the Company, Parent and Merger Sub agrees shall promptly to correct any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders the stockholders of Sharesthe Company, in each case as soon as reasonably practicable and as and to the extent required by applicable Federal securities laws. The Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent with copies of all correspondence and summaries of all material oral communications between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent and its counsel shall be given a reasonable opportunity to review and comment upon the on such Schedule 14D-9 prior or response, and the Company shall give reasonable and good faith consideration to its filing with the SEC or dissemination to stockholders of the Companyany comments made by Parent, Merger Sub and their counsel. The Company agrees hereby consents to provide Parent and its counsel the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company contained in the Schedule 14D-9. In the event that the Company receives any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 14D-9, it shall use its reasonable best efforts to (i) respond promptly after the receipt of to such comments and (ii) take all other actions necessary to cooperate with Parent, Sub and their counsel in responding to any such commentsresolve the issues raised therein. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Parent and Merger Sub promptly (and no later than the date hereof) with mailing labels containing the names and addresses of the record holders of Shares Company Common Stock as of a recent the latest practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's ’s possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into SharesCompany Common Stock, and shall furnish to Parent and Merger Sub such information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements 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, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlCommon Stock.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement and authorizing the Company to execute and deliver the Shareholder Agreement, approving the Offer and the Merger, taking all action necessary Merger (and effecting the other actions referred to render the provisions of in Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements4.15), determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and shareholders, recommending that holders of Shares accept the Offer and that the Company's stockholders shareholders accept the Offer, tender their shares pursuant to the Offer and approve this Agreement (if required) and approving the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders acquisition of Shares by Sub pursuant to the Offer and the Merger is fair to such holders from a financial point of view, Shareholder Agreement and a complete the other transactions contemplated by this Agreement and correct signed copy of such opinion has been delivered by the Company to ParentShareholder Agreement. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the shareholders of Shares the Company. The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's shareholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders shareholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersshareholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholdersshareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholdersshareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best reasonable efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of ---------------- and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing containing, subject to Section 5.02(b), the recommendation -------------- recommendations described in paragraph (a), Section 3.04(b) and the Company shall cause to be disseminated mail the Schedule 14D-9 to the holders of Shares as and to the extent required by applicable Federal securities lawsCompany Common Stock. Each of the Company, Parent and Sub agrees shall promptly to correct any written information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company's stockholders. The Company agrees to shall provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersstock holders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into SharesCompany Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer filesfiles and the names, holdings and addresses of the record holders of the Company Series Preferred Stock and the Warrants) as Parent may reasonably request in communicating the Offer to the Company's stockholderssecurityholders. Subject to the requirements of applicable lawLaw (as defined in Section 3.05(a)), and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerOffer, the Merger and the other transactions contemplated by this Agreement (the Offer, the Merger and such other transactions, together with the transactions contemplated by the Stock Purchase Agreements entered into by Sub with each of the holders of the Company Series Preferred Stock immediately prior to the execution of this Agreement, collectively, the "Transactions"), Parent ------------ and Sub shall, and shall use reasonable efforts to cause their agents shall to, hold in confidence the information contained in any such labels, listings and files, will shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, delivershall, and will shall use their best reasonable efforts to cause their agents to deliverto, promptly deliver to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which all directors were present has unanimously (in person or by telephone)i) determined that this Agreement and the transactions contemplated hereby, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair advisable to, and in the best interests of, the Company's Company and its stockholders, (ii) approved this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL, (iii) resolved to recommend that stockholders and recommending that holders of Shares the Company accept the Offer and that tender their shares of Company Common Stock to Merger Sub in the Company's stockholders approve Offer and, to the extent required by applicable Law, adopt this Agreement (the “Company Recommendation”), and (iv) to the extent necessary, adopted a resolution having the effect of causing Parent and Merger Sub not to be prohibited from entering into a “business combination” (as such term is defined in Section 203 of the DGCL) with the Company as a result of the execution of this Agreement or the Stockholder Agreements or the consummation of the Offer or the Merger or other transactions contemplated hereby and thereby, and ensuring that no state takeover law or similar Law will apply to the Offer, the Merger, the Stockholder Agreements, or any of the other transactions contemplated hereby or thereby, which exemption shall be irrevocable during the term of this Agreement. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant consents to the Offer and the Merger is fair to such holders from a financial point inclusion of view, and a complete and correct signed copy of such opinion has been delivered by the Company to ParentRecommendation in the Offer Documents. The Company has been advised by each that all of its directors and executive officers that each such person intends who own shares of Company Common Stock intend to tender all Shares owned by such person shares pursuant to the Offer. (b) On the same date that the Offer Documents are filed with the SECSEC as contemplated by the first sentence of Section 2.1(b), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (as originally filed, together with respect to all amendments, supplements and exhibits thereto, the Offer (such “Schedule 14D-9”) which shall contain the Company Fairness Opinion and, as amended from time subject to timeSection 6.5(c), the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall Recommendation. The Company agrees to cause to be disseminated the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares shares of Company Common Stock as required by and in accordance with applicable U.S. federal securities Laws and to use its reasonable best efforts to cause the extent required by applicable Federal securities lawsSchedule 14D-9 to be distributed to such holders concurrently with the Offer Documents. Each of the The Company, on the one hand, and Parent and Sub agrees Merger Sub, on the other hand, agree to promptly to correct any information provided by it for use in the Schedule 14D-9 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to holders of Shares, in each case the shares of Company Common Stock as and to the extent required by and in accordance with applicable Federal U.S. federal securities lawsLaws. Parent and its Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with the obligations relating to Schedule 14D-9 contained in this Section 2.2(b). Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to shall provide Parent Parent, Merger Sub and its their counsel with (i) any comments or communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and (ii) a reasonable opportunity to participate in the response to those comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsprovide comments on that response. (c) In connection with the Offer and the MergerOffer, the Company shall cause promptly furnish Parent with a list of its transfer agent or agents to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Shares shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case, true and correct as of a the most recent date and of those persons becoming record holders subsequent to such practicable date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish provide to Sub Parent such additional information and assistance (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the CompanyCompany Board, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and i) unanimously adopted resolutions approving and adopting determined that each of this Agreement, approving the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) received the opinion of Neidiger\Tuckxx\Xxxnxx, Xxc. ("Financial Advisor"), financial advisor to the Company, to the effect that the Offer and the Merger are fair to the stockholders of the Company from a financial point of view, (iii) approved this Agreement and the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger (collectively, the "Transactions"), and such approval constitutes approval of the Offer, this Agreement, the Stockholder Agreements and the Transactions for purposes of Section 912 of the New York Business Corporation Law, as amended (the "NYBCL"), such that Section 912 of the NYBCL will not apply to the Transactions and (iv) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and, if necessary, approve and adopt this Agreement and the Merger; provided, taking that such recommendation may be withdrawn, modified or amended if, in the opinion of the Company Board, only after receipt of written advice from independent legal counsel, failure to withdraw, modify or amend such recommendation would result in the Company Board violating its fiduciary duties to the Company's stockholders under applicable law. The Company represents that the actions set forth in this Section 1.2(a) and all action necessary other actions it has taken in connection herewith and therewith are sufficient to render the relevant provisions of such Section 203 912 of the DGCL (as defined below) NYBCL inapplicable to the Offer, the Merger and the Stockholder Stockholders Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to the Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of all recordholders of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to record and beneficial holders of the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlShares.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and i) unanimously adopted resolutions approving and adopting approved this Agreement, approving the Offer Agreement and the Mergertransactions contemplated hereby, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of including the Offer and the Merger (collectively, the "Transactions"), (ii) unanimously determined that as of the date hereof the Transactions are fair to, to and in the best interests of, of the Company's stockholders and recommending (iii) unanimously resolved to recommend that holders the stockholders of Shares the Company accept the Offer Offer, tender their Shares thereunder to Purchaser and that the Company's stockholders approve and adopt this Agreement and the Merger; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors of the Company, after consultation with its legal counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant consents to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy inclusion of such opinion has been delivered by recommendation and approval in the Company to ParentOffer Documents. The Company has been advised by each that all of its directors and executive officers that each such person intends intend either to tender all their Shares owned by such person pursuant to the OfferOffer or to vote their Shares in favor of the Merger. (b) On As promptly as practicable following the date commencement of the Offer Documents are filed with the SECOffer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the recommendation described fiduciary duties of the Company's directors under applicable law and to the provisions of this Agreement, contain the recommendations referred to in paragraph (a)Section 1.2(a) hereof. The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9. Parent and Purchaser represent that the information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 shall cause not, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the initial Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, Purchaser and its their counsel in writing with any comments comments, or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsor other communications. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to Parent and Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file(s) containing the names and addresses of the record holders of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Parent with such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents Purchaser shall hold in confidence the information contained in any of such labels, listings labels and fileslists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, will, will upon request, deliver, and will use their best efforts request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously has adopted resolutions approving and adopting (A) determining that this Agreement, approving the Offer Agreement and the Merger, taking all action necessary to render the provisions terms of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms each of the Offer and the Merger are fair to, to and in the best interests ofof the Company's stockholders, (B) approving the Offer, the Merger and this Agreement and acknowledging that such approval is effective for purposes of Section 203 of the Delaware General Corporation Law ("Delaware Law") and (C) recommending acceptance of the Offer and approval of the Merger and this Agreement by the Company's stockholders and recommending that holders of Shares accept the Offer and that (ii) the Company's stockholders approve this Agreement and financial advisor, Smitx Xxxxxx Xxx. ("Smitx Xxxxxx"), has delivered to the Merger. The Company represents and warrants that its Board of Directors has received of the Company an opinion to the effect that, as of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed date of this Agreement, the consideration to be received by the holders of Shares pursuant to Company Common Stock (other than Parent, IHS or their respective affiliates) in the Offer and the Merger Merger, taken together, is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant hereby consents to the Offerinclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence (a) and represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of Smitx Xxxxxx xx the Offer Documents and the Proxy Statement (as defined below). (b) On the date the Offer Documents are filed with the SEC, the The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended and supplemented from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated disseminate the Schedule 14D-9 to holders stockholders of Shares the Company as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and Merger Subsidiary in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the extent required by Company's stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable Federal federal securities laws. Each The Company shall deliver copies of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in proposed form of the Schedule 14D-9 if and to Parent within a reasonable time prior to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed filing thereof with the SEC for review and disseminated to holders of Shares, in each case as and to the extent required comment by applicable Federal securities laws. Parent and its counsel (who shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Companyprovide any comments thereon as soon as practicable). The Company agrees to provide in writing to Parent and its counsel counsel, promptly after receipt thereof, any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9. The Company shall promptly correct any information in the Schedule 14D-9 promptly after that shall become false or misleading in any material respect, and shall take all steps necessary to cause the receipt Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the stockholders of such comments the Company as and to cooperate with Parent, Sub and their counsel in responding to any such commentsthe extent required by applicable laws. (c) In connection with the Offer and the MergerOffer, the Company shall promptly furnish Parent with (or cause its transfer agent Parent to be furnished with) mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record holders of Shares the shares of Common Stock as of a recent date date, and of those persons becoming record holders subsequent to after such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Parent with such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Merger Subsidiary shall, and shall cause each of their agents shall affiliates to, hold in confidence the information contained in any of such labels, listings and files, will use such information only in connection with the Offer and the Merger Merger, and, if this Agreement shall be is terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving this Agreement and adopting this the Shareholder Agreement, approving the Offer and the Merger, taking all action necessary Merger (and effecting the other actions referred to render the provisions of in Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements4.15), determining that the terms of the Offer and the Merger are fair to, advisable and in the best interests of, the Company's stockholders Company and its shareholders, recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and shareholders accept the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares Offer, tender their shares pursuant to the Offer and approve this Agreement (if required) and approving the acquisition of Shares by Sub pursuant to the Offer, the Merger is fair to such holders from a financial point of view, and a complete the Shareholder Agreement and correct signed copy of such opinion has been delivered the other transactions contemplated by this Agreement and the Company to ParentShareholder Agreement. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timeand the documents included therein, together with any supplements or amendments thereto, the "Schedule 14D- 914D-9") containing containing, subject to the fiduciary duties of the Board of Directors as determined in good faith following receipt of advice of legal counsel, the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the shareholders of Shares as the Company. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's shareholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders shareholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersshareholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholdersshareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholdersshareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger andMerger, and if this Agreement shall be terminatedis terminated in accordance with its terms, willeach of them shall, upon the Company's request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information then and any copies or excerpts thereof in their its possession or under its control.

Company Actions. (a1) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary Merger (including but not limited to render the provisions approval for purposes of Section section 203 of the DGCL Delaware General Corporation Law (the "DGCL") hereinafter referred to as defined below) inapplicable to the Offer"203 Approval"), determining, as of the Merger and the Stockholder Agreementsdate of such resolutions, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and stockholders, recommending that holders of Shares accept the Offer and that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve this Agreement (if required) and approving the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders acquisition of Shares by Sub pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered other transactions contemplated by the Company to Parentthis Agreement. The Company has been advised by believes that each of its directors and executive officers that each such person currently intends to tender all Shares (other than Shares, if any, held by such person that, if tendered, could cause such person to incur liability under the provisions of Section 16(b) of the Exchange Act) owned by such person pursuant to the Offer. (b2) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the "Schedule 14D- 914D-9") containing containing, subject to the terms of this Agreement, the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c3) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, will deliver, and will use their best reasonable efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves As promptly as practicable on the date of and consents to the Offer and represents and warrants that the Board of Directors commencement of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9all amendments, as amended from time to timesupplements and exhibits thereto, the "Schedule 14D- 914D-9") containing which, subject to Section 5.2, shall contain the recommendation described of the Board of Directors of the Company referred to in paragraph clause (aii) of Section 3.3(b), and the . The Company shall cause to be disseminated the Schedule 14D-9 to be mailed to holders of the Shares as and to together with the extent required by applicable Federal securities lawsOffer Documents. Each of the The Company, on the one hand, and each of Parent and Sub agrees Purchaser, on the other hand, shall promptly to correct any information provided by it for use in the Schedule 14D-9 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to shall cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to holders of the Shares, in each case case, as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination and disseminated to stockholders holders of Shares. In addition, the Company. The Company agrees to provide Parent and its counsel with 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 promptly after the receipt of such comments comments, to consult with Parent and its counsel prior to cooperate with Parent, Sub and their counsel in responding to any such commentscomments and to provide Parent with copies of all such responses, whether written or oral. (cb) In connection with the Offer and the Merger, the The Company shall cause its transfer agent or agents to promptly (but no later than the day after the date of execution hereof) furnish Sub promptly Purchaser with mailing labels containing the names and addresses of the all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position other available listings and computer files containing names, addresses and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the security position listings of record holders and beneficial owners of Shares and any securities convertible into Shares, and . The Company shall furnish to Sub Purchaser with such information and assistance (additional information, including updated lists listings and computer files of stockholders, mailing labels and security position listings listings, and computer files) such other assistance as Parent Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the Company's stockholdersrecord and beneficial holders of Shares. (c) Before the Purchaser has commenced the Offer in accordance with Section 1.1, the Company shall take all necessary action under Rule 14d-2(b) and the instructions to Current Report on Form 8-K under the Exchange Act to ensure that any such report filed by the Company with respect to this Agreement or the Transactions shall not be deemed to constitute commencement of a tender offer. Subject The Company shall provide Purchaser with a draft of any such Current Report on Form 8-K at least two (2) Business Days before filing. The Company shall not include the Company Disclosure Schedule to this Agreement in any SEC filing without the prior written consent of Purchaser. (d) The Company represents and warrants that it has been advised, as of the date hereof, that all of its directors and executive officers intend to tender their shares pursuant to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board its board of Directors of the Companydirectors, at a meeting duly called and held, at which has by the unanimous vote of all directors were present of the Company (in person or by telephone)i) determined that this Agreement and the transactions contemplated hereby, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, to and in the best interests ofof the Company and its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Florida Business Corporation Act ("FBCA"), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement (the recommendation of the Company's stockholders board of directors that the shareholders of the Company accept the Offer and recommending tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement being referred to as the "Company Board Recommendation"), (v) approved the Tender and Voting Agreement and the transactions contemplated thereby, (vi) adopted a resolution that holders Acquisition Sub shall have full voting rights with respect to shares of Shares accept Company Common Stock owned by the shareholders who execute the Tender and Voting Agreement, including Tyler Technologies, Inc. ("Tyler"), that are acquired by Acquisition Sub pursuant to the Offer and that the proxy agents named pursuant to the Tender and Voting Agreement shall have full voting rights with respect to shares of Company Common Stock owned by the shareholders who execute the Tender and Voting Agreement, including Tyler, for which a proxy has been given pursuant to the Tender and Voting Agreement, (vii) to the extent necessary, adopted a resolution having the effect of causing the Company's stockholders approve this , the Agreement, the Tender and Voting Agreement and the Merger. The Company represents transactions contemplated hereby and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration thereby not to be received by holders subject to any state takeover law or similar Law, including, without limitation, Sections 607.0901 and 607.0902 of Shares pursuant the FBCA, that might otherwise apply to the Offer and or the Merger is fair to such holders from a financial point or any of viewthe other transactions contemplated by this Agreement or the Tender and Voting Agreement, and (viii) adopted any necessary resolutions to provide for the treatment of Company Options as set forth in Section 6.3 of this Agreement. Subject to Section 5.3: (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (B) the Company Board Recommendation shall not be withdrawn or modified in a complete manner adverse to Parent or Acquisition Sub, and correct signed copy of such opinion has been delivered no resolution by the board of directors of the Company or any committee thereof to Parent. The withdraw or modify the Company has been advised by each of its directors and executive officers that each such person intends Board Recommendation in a manner adverse to tender all Shares owned by such person pursuant to the OfferParent or Acquisition Sub shall be adopted or proposed. (b) On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Statement and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any amendments or supplements thereto, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), and the Company that shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.reflect,

Company Actions. (a) The Company ---------------- hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve and adopt this Agreement and the MergerAgreement. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxxxx, Xxxxx Xxxxxxx Inc. & Co. that the proposed consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of viewholders, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, or promptly thereafter, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined belowii) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders, (iii) recommending that Company's stockholders and recommending that holders of accept the Offer, tender their Shares accept pursuant to the Offer and that the Company's stockholders approve and adopt this Agreement (if required), and (iv) amending the MergerRights Plan (as defined in Section 4.23) in the manner contemplated by Section 4.23. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Prudential Securities, Inc. that ("Prudential") that, as of such date and based upon and subject to the proposed matters set forth therein, the consideration to be received by the holders of Shares pursuant to the Offer and the Merger is was fair to such holders from a financial point of viewview to such holders, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), Section 1.2(a) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares Company. The Schedule 14D-9 shall comply as to form and to content in all material respects with the extent required by applicable Federal securities laws. Each requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Company with respect to written information supplied by Parent or Subsidiary specifically for inclusion in the Schedule 14D-9. Company, Parent and Sub agrees Subsidiary each agree promptly to correct any written information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of SharesCompany's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company, and Company shall consider such comments in good faith. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub Subsidiary promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Subsidiary such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Subsidiary and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, promptly deliver, and will use their best efforts to cause their agents promptly to deliver, to the Company all copies of such information (and all copies of information derived therefrom) then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which has (i) approved this Agreement (including all directors were present (in person or by telephone)terms and conditions set forth herein) and the transactions contemplated hereby, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL Merger (as defined belowin Section 1.4) inapplicable to the Offer(collectively, the "Transactions"), determined that the Merger is advisable and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and recommended that the Company's stockholders accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended -------- as provided in Section 5.2(b). The Company represents and warrants that hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors has received described in the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offerimmediately preceding sentence. (b) On Concurrently with the date commencement of the Offer Documents are filed with the SECor as promptly thereafter as practicable, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall contain the recommendation described referred to in paragraph Section 1.2 (a)) hereof unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with the provisions of this Agreement. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company further shall take all steps necessary to cause to be disseminated the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares Shares, in each case as and to the extent required by applicable Federal federal securities laws, and shall mail such Schedule 14D-9 to the stockholders of the Company promptly after commencement of the Offer, together with the initial mailing of the Offer to Purchase. Each of the Company, on the one hand, and Parent and Sub agrees Purchaser, on the other hand, shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent Parent, the Purchaser and its their counsel shall be given reasonable an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to its the filing thereof with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to shall provide Parent Parent, the Purchaser and its their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub copies of any written responses and their counsel in responding to telephonic notification of any such commentsverbal responses by the Company or its counsel. (c) In connection with the Offer and the MergerOffer, the Company shall promptly furnish or cause its transfer agent to be furnished to the Purchaser mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record holders of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall promptly furnish to Sub Parent with such information and assistance (additional information, including updated lists of stockholders, mailing labels and security position listings listings, and computer files) such other information and assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary subject to consummate the Mergerrequirements of applicable law, Parent shall, and Sub shall cause the Purchaser and each of their affiliates, associates, employees, agents shall and advisors to, 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 shall use such information only in connection with the Offer and the Merger Merger, and, if this Agreement shall be is terminated, will, upon request, deliver, and will use their best efforts shall promptly deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information then in their its possession or controlcontrol or the possession or control of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board of Directors of the CompanyDirectors, at a meeting duly called and held, held prior to the execution of this Agreement at which all directors of the Company were present (in person or by telephone)present, duly and unanimously adopted resolutions approving (i) declaring that this Agreement and adopting this Agreementthe transactions contemplated hereby, approving including the Offer and the Merger, taking all action necessary are advisable to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests ofof the Company and its stockholders, (ii) approving this Agreement, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement Stockholder Agreements and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to transactions contemplated hereby, including the Offer and the Merger is fair to such holders from a financial point of viewMerger, and (iii) recommending that the Company’s stockholders accept the Offer, tender their shares of Company Common Stock in the Offer and, if required by applicable Law in order to consummate the Merger or in connection with the One Step Merger, adopt this Agreement (such recommendation, the “Company Recommendation”). (b) Provided that no Change in Recommendation shall have occurred in accordance with Section 6.2(c) or 6.2(d), the Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents in a complete form and correct signed copy of such opinion has been delivered manner reasonably determined by the Company to Parentbe acceptable. The Company has been advised by each shall instruct its transfer agent to promptly furnish Parent with a true and correct list, as of its directors the most recent practicable date, of the Company’s stockholders and executive officers that each their addresses, as well as mailing labels containing such person intends names and addresses, and shall provide to tender Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for purposes of communicating the Offer to the Company’s stockholders. Parent and Merger Sub shall hold all Shares owned by information furnished in accordance with this Section 1.2(b) in confidence in accordance with the terms and conditions of the confidentiality agreement, dated as of October 18, 2007, as amended or supplemented, between Parent and the Company (the “Confidentiality Agreement”), and shall use such person pursuant to information solely in connection with the communication and implementation of the Offer. (bc) On the date the Offer Documents are Schedule TO is first filed with the SEC, the Company shall file with the SEC and disseminate to the Company’s stockholders a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect any amendments or supplements thereto, the “Schedule 14D-9”) that, unless a Change in Recommendation in accordance with Section 6.2(c) or 6.2(d) shall have occurred, shall contain the Company Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described Company in paragraph (a), writing all information concerning Parent and the Company shall cause to Merger Sub that may be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities lawsLaw or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect, and the . The Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to holders of Sharesthe Company’s stockholders, in each case case, as and to the extent required by applicable Federal federal securities lawsLaws. Parent Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its filing each time before it is filed with the SEC or dissemination SEC, and the Company shall give reasonable and good faith consideration to stockholders of the Companyany comments made by Parent, Merger Sub and their counsel. The Company agrees to shall promptly provide Parent Parent, Merger Sub and its their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such those comments or other communications, and (ii) a reasonable opportunity to cooperate with Parent, Sub provide comments on that response (to which reasonable and their counsel in responding to any such commentsgood faith consideration shall be given). (cd) In The Company agrees (i) to promptly upon Parent’s request provide all information about the Company required to be disclosed in the Offer Documents, (ii) to use reasonable best efforts to cause the Company’s accountants to promptly deliver to Parent a duly executed consent of the Company’s accountants to allow Parent to include in the Registration Statement the Company’s financial statements and such accountants’ report thereon, (iii) that all information provided by the Company for inclusion or incorporation by reference in the Offer Documents will not (at the respective times such materials, or any amendments or supplements thereto, are filed with the 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 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 the Merger, (iv) to promptly correct any information provided by the Company for the Offer Documents if and to the extent that such information shall cause its transfer agent have become false or agents misleading in any material respect. (e) Prior to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or controlAcceptance Date, to the extent necessary, the Company (acting through the entire Company Board of Directors or a special committee of the Company Board of Directors comprised solely of “independent directors” determined in accordance with Rule 14d-10(d)(2) of the Exchange Act) will take all steps that may be necessary or reasonably available advisable to cause any employee agreement, plan or arrangement (whether in existence prior to or after the Companydate hereof) pursuant to which consideration is or becomes payable to any officer, regarding director or employee to be unanimously approved by the beneficial owners entire Company Board of Shares and any securities convertible into Shares, and shall furnish to Sub Directors (or by such information and assistance (including updated lists of stockholders, security position listings and computer filesspecial committee) as Parent may reasonably request in communicating an “employment compensation, severance or other employee benefit arrangement” within the Offer meaning of Rule 14d-10(d)(2) of the Exchange Act and to the Company's stockholders. Subject take all actions otherwise necessary to satisfy 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 non-exclusive safe harbor set forth in Rule 14d-10(d) of the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or controlExchange Act.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the (a) its Board of Directors of the Company, (at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving ) consents to the Offer and the Merger, taking all action necessary has resolved to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms recommend acceptance of the Offer and the Merger are fair to, approval and in the best interests of, the Company's stockholders and recommending that holders adoption of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents Merger by its stockholders and warrants that its (b) BAS has delivered to the Board of Directors has received of the Company its opinion dated as of U.S. Bancorp Xxxxx Xxxxxxx Inc. September 18, 2000, to the effect that the proposed consideration to be received by holders of Shares pursuant to paid in the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy view to the holders of such opinion Shares (other than specific persons as to whom BAS has been delivered by the Company to Parentexpressed no opinion). The Company has been advised by each of its directors and executive officers that each such person intends agrees to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC immediately following the filing of the Schedule TO on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeall amendments and supplements thereto, the "Schedule 14D- 9SCHEDULE 14D-9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if form reviewed by Newco and to its counsel, containing such recommendations, unless the extent that such information Board of Directors shall have become false recommended to stockholders or misleading in any material respect, and the Company further agrees to take all steps necessary to amend authorized or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended approved an Alternative Proposal or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities lawsa Superior Proposal. Parent Newco and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC being first published, sent or dissemination given to stockholders holders of the Company. The Company agrees to provide Parent Shares and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments shall be in a form and substance reasonably satisfactory to cooperate with Parent, Sub Newco and their counsel in responding to any such comments. (c) its counsel. In connection with the Offer and the MergerOffer, the Company shall cause will promptly furnish, or request its transfer agent or agents to furnish Sub promptly furnish, Newco with mailing labels labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Newco with such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Newco or its agents may reasonably request in communicating the Offer to the stockholders of the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer Offer, the Merger and the other Transactions and represents and warrants that (i) the Company Board of Directors of the Companyhas, at a meeting duly called and held, at which all directors were present unanimously (in person or by telephone)A) approved each of the Transaction Agreements and the Transactions, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render (B) recommended that the provisions holders of Section 203 of the DGCL (as defined below) inapplicable to Common Shares accept the Offer, tender their Common Shares pursuant to the Merger Offer and approve and adopt this Agreement and the Stockholder AgreementsMerger, determining (C) determined that each of the Transaction Agreements and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company, (D) determined that the terms of consideration to be paid for each Common Share in the Offer and the Merger are is fair toto the shareholders of the Company, and in (E) declared that each of the best interests ofTransaction Agreements is advisable, and (ii) Rothschild Inc. has delivered to the Company's stockholders and recommending that holders of Shares accept the Offer and Company Board its written opinion that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares the Company's shareholders other than Robert M. Goodfriend and his immediate family and family trusts xx xxxxxxx xx xxxx Xommon Share pursuant to the Offer and the Merger is fair to such holders shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed Concurrently with the SECcommencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 9SCHEDULE 14D-9") containing which shall, subject to the fiduciary duties of the Company's directors under applicable Law and to the provisions of this Agreement, contain the recommendation described referenced in paragraph clause (av) of SECTION 4.21 hereof (the "COMPANY TENDER RECOMMENDATION"), and . The Company hereby consents to the inclusion of the Company shall Tender Recommendation in the Offer Documents. The Company further agrees to take all steps necessary to cause to be disseminated the Schedule 14D-9 to be filed with the SEC and to be disseminated to all holders of Shares Common Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub Acquisition Corp., on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to all holders of the Common Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent Parent, Acquisition Corp. and its their counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its filing and any amendment thereto before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, Acquisition Corp. and its their counsel in writing with any comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments comments, and shall provide Parent and Acquisition Corp. with a reasonable opportunity to cooperate with Parent, Sub and their counsel in responding to any such commentscomment on the proposed responses thereto. (c) In connection with the Offer and the MergerOffer, the Company shall promptly (but in any event within five Business Days) after the date hereof, furnish or cause its transfer agent to be furnished to Acquisition Corp. mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record holders of the Common Shares as of a the most recent practicable date prior to delivery of such information and of those persons becoming record holders subsequent all updates to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Sharesinformation, and shall furnish to Sub Acquisition Corp. with such information and assistance (including updated lists as Acquisition Corp. or any of stockholders, security position listings and computer files) as Parent its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Common Shares. Subject to the requirements of applicable law, law or legal process and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents Acquisition Corp. shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files, will shall use such information only in connection with the Offer Offer, the Merger and the Merger other Transactions, and, if this Agreement shall be is terminated, will, shall upon request, deliver, and will use their best efforts the request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company Company, or cause to be destroyed, all copies of such information then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving and adopting this Agreement, (ii) approving the Offer and the MergerMerger (and effecting the other actions referred to in Section 4.24), taking all action necessary to render the provisions of Section 203 of the DGCL (as defined belowiii) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders Company and its stockholders, (iv) recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and accept the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares Offer, tender their shares pursuant to the Offer and approve this Agreement (if required) and (v) approving the Merger is fair acquisition of Shares by Purchaser pursuant to such holders from a financial point of viewthe Offer, the Support Agreement and a complete the other transactions contemplated by this Agreement and correct signed copy of such opinion has been delivered by the Company to ParentSupport Agreement. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timeand the documents included therein, together with any supplements or amendments thereto, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares as the Company. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub Purchaser promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best reasonable efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors each of the CompanyCompany Boards, at a meeting meetings duly called and held, at which all directors were present have (in person or by telephone), duly and i) unanimously adopted resolutions approving and adopting determined that this Agreement, approving the Offer Agreement and the Mergertransactions contemplated hereby, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to including the Offer, the Merger are at a price and the Stockholder Agreements, determining on terms that the terms of the Offer are favorable and the Merger are fair to, to and in the best interests of, of the Company's stockholders Company and recommending that holders of Shares accept the Offer and that the Company's stockholders approve Company Shareholders; (ii) unanimously approved this Agreement and the Mergertransactions contemplated hereby, including the Offer, in all respects, and (iii) unanimously resolved to recommend that the Company Shareholders accept the Offer, tender their Company Shares thereunder to the Buyer and vote at the EGM in favor of (x) the appointment of new members to the Company Boards in accordance with the designation of the Buyer and (y) the amendment of the Company's Articles of Association in the form, as to be so amended, attached hereto as EXHIBIT E. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. In addition, Gleacher & Co. LLC has delivered to the Company Boards its opinion referred to in Section 3.18. The Company represents Company's approval of and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant consent to the Offer also constitutes approval for purposes of the standstill provisions set forth in Article 4 of that certain Shareholders' Agreement, dated September 13, 2000, by and among the Company, the Buyer and the Merger other Company Shareholders named therein for the sole purpose of the Buyer making the Offer and consummating the other transactions contemplated hereby; PROVIDED, that in the event this Agreement is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person terminated pursuant to the OfferArticle VII hereof, such standstill provisions shall continue in full force and effect after such termination. (b) On the date the Offer Documents are filed with the SEC, the The Company shall file with the SEC SEC, concurrently with the filing of the Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9all amendments and supplements thereto, as amended from time to timeand including all exhibits thereto, the "Schedule 14D- 9SCHEDULE 14D-9") containing the recommendation recommendations and opinion described in paragraph (a), Section 1.2(a) and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and be mailed to the extent Company Shareholders, together with the Offer Documents, promptly after the commencement of the Offer. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. The Company further agrees that the Schedule 14D-9, on the date first published, sent or 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 stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by the Buyer in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Buyer agrees that the information provided by it in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent Company and Sub agrees the Buyer shall promptly to correct any information provided by it for use in the Schedule 14D-9 or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and be disseminated to holders of Sharesthe Company Shareholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent The Buyer and its counsel shall be given reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its the filing thereof with the SEC or dissemination to stockholders of the CompanySEC. The Company agrees shall provide in writing to provide Parent the Buyer and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide the Buyer and its counsel with a reasonable opportunity to cooperate with Parent, Sub and their counsel participate in responding the response of the Company to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall, or shall cause its transfer agent or agents agent, promptly following a request by the Buyer, to furnish Sub promptly the Buyer with such information, including updated lists of the Company Shareholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case as of a the most recent date and of those persons becoming record holders subsequent to such practicable date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, will provide to the extent reasonably available to the CompanyBuyer such additional information (including, regarding the beneficial owners of Shares and any securities convertible into Shareswithout limitation, and shall furnish to Sub such information and assistance (including updated lists of stockholdersthe Company Shareholders, security position listings mailing labels and computer files) lists of securities positions), and such assistance as Parent the Buyer or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to record and beneficial holders of the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only Company Shares. (d) Solely in connection with the tender and purchase of the Company Shares pursuant to the Offer and other actions contemplated in this Agreement, the Merger and, if this Agreement shall be terminated, will, upon request, deliver, Company hereby waives any and will use their best efforts to cause their agents to deliver, all rights of first refusal it may have with respect to the Company all copies Shares owned by, or issuable to, any person, other than rights to repurchase unvested shares, if any, that may be held by persons pursuant to the grant of such information then in their possession restricted stock purchase rights or controlfollowing exercise of employee stock options.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the CompanyCompany Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and heldheld and, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting as of the date of this Agreement, approving the Offer and the Mergernot subsequently rescinded or modified in any way, taking all action necessary to render the provisions of Section 203 has, as of the DGCL date of this Agreement (as defined belowi) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining determined that the terms of the Offer and the Merger Transactions are fair to, to and in the best interests ofof the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions, (iii) resolved to recommend that Company’s stockholders accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement and (iv) agreed that the Agreement shall be subject to Section 251(h) of the DGCL. Subject to Sections 5.2(c) and 5.2(d) hereof, the Company shall, through the Company Board, recommend that the Company's ’s stockholders and recommending that holders of Shares accept the Offer and that tender their Shares to Purchaser pursuant thereto (collectively, the Company's stockholders approve this Agreement and the Merger“Company Recommendation”). The Company represents hereby consents, subject to Sections 5.2(c) and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant 5.2(d), to the inclusion in the Offer and the Merger is fair to such holders from a financial point Documents of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferRecommendation described above. (b) On the date of filing by Parent and Purchaser of the Offer Documents are filed with the SECSchedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments, supplements and exhibits thereto, the Offer (such “Schedule 14D-9, as amended from time to time, ”) which shall contain the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company Recommendation. The Company shall cause to be disseminated the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by applicable Federal federal securities lawsLaws. Each of the The Company, on the one hand, and each of Parent and Sub agrees Purchaser, on the other hand, shall promptly to correct any information provided by it for use in the Schedule 14D-9 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to shall cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to holders of the Shares, in each case case, as and to the extent required by applicable Federal federal securities lawsLaws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination and disseminated to stockholders holders of Shares. In addition, the Company. The Company agrees to provide Parent and its counsel with 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 promptly after the receipt of such comments comments, to consult with Parent and its counsel prior to cooperate with Parent, Sub and their counsel in responding to any such commentscomments and to provide Parent with copies of all such responses, whether written or oral. (c) In connection with the Offer and the Merger, the The Company shall cause its transfer agent or agents to promptly furnish Sub promptly Purchaser with mailing labels containing the names and addresses of the all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position other available listings and computer files containing names, addresses and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the security position listings of record holders and beneficial owners of Shares and any securities convertible into Shares, and . The Company shall furnish to Sub Purchaser with such information and assistance (additional information, including updated lists of stockholders, security position listings and computer files) files of shareholders, mailing labels and security position listings, and such other assistance as Parent Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the Company's stockholdersrecord holders and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, willshall, upon request, deliver, and will shall use their best 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 control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined belowii) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders, (iii) recommending that Company's stockholders and recommending that holders of accept the Offer, tender their Shares accept pursuant to the Offer and that the Company's stockholders approve and adopt this Agreement (if required), and (iv) amending the MergerRights Plan (as defined in Section 4.23) in the manner contemplated by Section 4.23. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Prudential Securities, Inc. that ("Prudential") that, as of such date and based upon and subject to the proposed matters set forth therein, the consideration to be received by the holders of Shares pursuant to the Offer and the Merger is was fair to such holders from a financial point of viewview to such holders, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), Section 1.2(a) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares Company. The Schedule 14D-9 shall comply as to form and to content in all material respects with the extent required by applicable Federal securities laws. Each requirements of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, Exchange Act and the Company further agrees to take all steps necessary to amend or supplement rules and regulations promulgated thereunder and, on the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be date filed with the SEC and disseminated on the date first published, sent or given to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements , shall not contain any untrue statement of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.a material fact or

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Sub that the Board of Directors of the Company, Company (at a meeting duly called and held, at which all directors were present (in person or by telephone), ) has duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests interest of, the Company's stockholders and recommending that holders of Shares the Company's stockholders accept the Offer and that tender their shares pursuant to the Company's stockholders Offer and, if required, approve and adopt this Agreement and the MergerAgreement. The Company represents and warrants that to Parent and Sub that, in connection with its consideration of this Agreement, its Board of Directors has received the written opinion of U.S. Bancorp Xxxxx Xxxxxxx Everen Securities, Inc. ("Everen") that the proposed consideration to be received by holders of Shares pursuant to the Company's stockholders in the Offer and the Merger is fair to such holders fair, from a financial point of view, and to such stockholders. The Company has been or will be authorized by Everen to include a copy of such opinion in the Offer Documents. A complete and correct signed copy of such opinion has been delivered by the Company to the Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation recommendations described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Companylaw. The Company agrees to provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments comments. Parent and Sub agree to cooperate share with Parent, Sub and the Company information in their counsel in responding possession necessary to any such commentsenable the Company to prepare the Schedule 14D-9. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into SharesCommon Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information then in their possession or controlpossession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions (i) approving and adopting this Agreement, (ii) approving the Offer and the Merger, taking all action necessary Merger (and effecting the other actions referred to render in Section 4.15) in accordance with the provisions of Section 203 requirements of the DGCL Delaware General Corporation Law (as defined below"DGCL"), (iii) inapplicable to the Offer, the Merger determining that this Agreement and the Stockholder Agreementstransactions contemplated hereby, determining that the terms of including the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders Company and its stockholders, (iv) recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and accept the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Offer, tender their Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of viewapprove this Agreement (if required), and a complete (v) approving the acquisition of Shares by Parent and correct signed copy Sub pursuant to the Offer, the Tender and Voting Agreement, the Stock Option Agreement (as applicable) and the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Stock Option Agreement. The Company hereby consents to the inclusion of such opinion has been delivered by recommendation referenced above in the Company to ParentOffer Documents. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timeand the documents included therein, together with any supplements or amendments thereto, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated distribute the Schedule 14D-9 to holders the stockholders of Shares the Company as and to the extent required by applicable Federal federal securities laws. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by the Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case case, as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments comments, whether oral or written, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate consult with Parent, Sub Parent and their its counsel in prior to responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminatedterminated in accordance with Section 8.1, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors of the CompanyDirectors, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting i) determined that each of this Agreement, approving the Offer and the Merger (as defined in Section 1.4) are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions"), and such approval constitutes approval of the Offer, this Agreement, the Transactions (including the Merger), taking all action necessary to render and the provisions Stockholders Agreement and the transactions contemplated thereby, for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL") such that Section 203 of the DGCL will not apply to the transactions contemplated by this Agreement or the Stockholders Agreement, and (as defined belowiii) inapplicable resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Merger Purchaser and the Stockholder Agreements, determining that the terms of the Offer approve and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve adopt this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to be received by holders render the relevant provisions of Shares pursuant Section 203 of the DGCL inapplicable to the Offer and the Merger is fair to such holders from a financial point of view, and a complete the other transactions contemplated by this Agreement and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferStockholders Agreement. (b) On the date the Offer Documents are filed Concurrently with the SECcommencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the provisions of Section 5.4(d), contain the recommendation described referred to in paragraph clause (aiii) of Section 1.2(a). The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company shall with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause to be disseminated the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub the Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable the opportunity to review and comment upon the Schedule 14D-9 prior to its filing before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, the Purchaser and its their counsel with 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 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsor other communications. (c) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to the Purchaser mailing labels, security position listings and any available listing, or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of all recordholders of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Shares. Subject to the requirements of applicable law, and except Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents the Purchaser shall hold in confidence the information contained in any of such labels, listings labels and fileslists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, will, will upon request, deliver, and will use their best efforts request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company all copies of such information then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of shall, after affording Parent a reasonable opportunity to review and consents to the Offer and represents and warrants that the Board of Directors of the Companycomment thereon, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC and mail to the holders of Company Common Shares and Series B Preferred Shares, as promptly as practicable on the date of the filing by Parent and MergerSub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Company Common Shares and Series B Preferred Shares tender their Company Common Shares and/or Series B Preferred Shares, as the case may be, pursuant to the Offer (such and including the information required under Rule 14f-1 and shall disseminate the Schedule 14D-9, 14D-9 and the Offer Documents to the stockholders of the Company as amended from time to time, required by Rule 14d-9 promulgated under the "Exchange Act. The Schedule 14D- 9") containing the recommendation described in paragraph (a)14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has (i) determined that each of the Offer and the Merger is advisable and in the best interests of the Company and its stockholders, (ii) approved the Offer and this Agreement in accordance with the DGCL, (iii) recommended acceptance of the Offer and that holders of Company Common Shares and Series B Preferred Shares tender their shares into the Offer (the “Offer Recommendation”) and approval and adoption of this Agreement and the Merger by the Company’s stockholders if such approval and adoption is required by applicable Law (the “Merger Recommendation”), and (iv) taken all action necessary to approve and adopt an amendment to the Rights Agreement to render the Company Rights inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby; provided, however, that the Company may make a Company Adverse Recommendation Change (as hereinafter defined) only prior to the acceptance for payment of Company Common Shares and Series B Preferred Shares constituting 50% of the Fully Diluted Outstanding Company Common Shares pursuant to the Offer, and in any case only to the extent permitted by Section 7.04(d) (and then only after compliance with Section 7.04(c)). The Company hereby consents to the Offer and to the inclusion in the Offer Documents of the Offer Recommendation and the Merger Recommendation (provided, that if there has been a Company Adverse Recommendation Change, such change shall cause be reflected in the Offer Documents or amendments thereto). The Company agrees to be disseminated correct the Schedule 14D-9 reasonably promptly if and to the extent that it shall become false or misleading in any material respect (and Parent, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to holders include any information that shall become necessary in order to make the statements therein, in light of Shares the circumstances under which they were made, not misleading. The Company shall use commercially reasonable efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders to the extent required by applicable Federal securities laws. Each of the CompanyThe Company shall provide Parent (in writing, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respectwritten), and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed consult with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel responding to, any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 as promptly as practicable after the receipt of such comments and prior to cooperate with Parent, Sub and their counsel in responding to the submission of any such commentsresponses to the SEC. (cb) In connection with the Offer Offer, subject to the requirements and the Mergerlimitations of Rule 14d-5, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly MergerSub 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 the Company Common Shares and Series B Preferred Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub MergerSub with such additional available information and assistance (including updated lists of stockholdersholders of Company Common Shares and Series B Preferred Shares and their addresses, mailing labels and lists of security position listings positions and computer filesnon-objecting beneficial owner lists) and such other assistance as Parent MergerSub or its agents may reasonably request in communicating the Offer to the Company's ’s record and beneficial stockholders. Subject to the requirements of applicable lawLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub Parent, MergerSub and their Affiliates, associates, agents and advisors, shall hold in confidence keep such information confidential and use the information contained in any such labels, listings and files, will use such information files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts promptly deliver to cause their agents to deliver, to the Company all copies of such information then in their possession or controlpossession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), has duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Agreement, the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares the Company's stockholders accept the Offer and that tender their Shares pursuant to the Company's stockholders Offer and approve and adopt this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the written opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that Simmxxx & Xompany International ("Simmxxx") xhat the proposed consideration to be received by the holders of Shares pursuant to the Offer and in the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation recommendations described in paragraph (a), ) above and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct amend or supplement 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 and all amendments and supplements thereto prior to its their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel in writing with any comments the Company or its counsel may receive have received from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares Shares, in each case true and any securities convertible into Sharescorrect as of the most recent practicable date, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) the Board of Directors of the Company, (at a meeting duly called and held, at which all directors were present ) has unanimously (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving i) determined that the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger Amalgamation are fair to, and in the best interests of, the Company's stockholders Company and recommending that holders of Shares accept the Offer and that the Company's stockholders approve its shareholders, (ii) approved this Agreement and the Merger. The Company represents Offer and warrants the transactions contemplated hereby, including the Offer and the Amalgamation, and (iii) resolved to recommend acceptance of the Offer and approval of the Amalgamation by Company's shareholders, and (b) Xxxxxxx, Xxxxx & Co. have advised, and delivered their written opinion to, the Board that its Board as of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that date hereof, the proposed cash consideration to be received by holders of Shares pursuant to Company's shareholders in the Offer and the Merger is Amalgamation is, based upon and subject to the matters set forth therein, fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the shareholders. Company hereby agrees to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC contemporaneously with the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing such recommendations in favor of the Offer and the Amalgamation. Company (and Newco and Parent, with respect to information supplied by either of them specifically for use in the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps reasonably necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of SharesCompany's shareholders, in each case as and to the extent required by applicable Federal United States federal securities laws. Parent and its counsel shall be given reasonable opportunity Company hereby consents to review and comment upon the Schedule 14D-9 prior to its filing with inclusion in the SEC or dissemination to stockholders Offer Documents of the Companyrepresentation in the first sentence of this paragraph. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly Newco with mailing labels labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Newco with such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Newco or its agents may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable lawshareholders, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall to be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliversubject, to the Company all copies of such information then in their possession or controlextent applicable, to the Confidentiality Agreement.

Company Actions. (a) The Company hereby approves of and --------------- consents to the Offer and represents and warrants that the Board of Directors of the Company, Company at a meeting duly called and held, at which all directors were present (in person or by telephone), held has unanimously duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, determining that the Merger is advisable and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares the Company's stockholders accept the Offer and that approve the Company's stockholders approve Merger and this Agreement and the MergerAgreement. The Company represents and warrants that its Board of Directors has received the written opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by the holders of Shares shares of Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant hereby consents to the Offer.inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 1.2. ----------- (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation recommendations described in -------------- paragraph (a), ) above and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares as and the Company. The Company shall cooperate with Parent in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the extent Company's stockholders. Parent and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of Sharesshares of Common Stock, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer com puter files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners ownership of Shares and any securities convertible into SharesCommon Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and each of their agents affiliates and associates shall hold in confidence the information contained in any of such labels, listings lists and files, will use such information only in connection with the Offer and the Merger Merger, and, if this Agreement shall be is terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies of such information then in their possession or controlpossession.

Company Actions. (a) The Company hereby approves shall file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and consents the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D- 9 will set forth, and warrants the Company hereby represents, that the Board of Directors of the CompanyCompany Board, at a meeting duly called and held, at which all has (i) determined by unanimous vote of its directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving that the Offer and the Merger, taking is fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and adopted this Agreement in accordance with the GCL, (iii) recommended acceptance of the offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law), and (iv) taken all other action necessary to render the provisions of Section 203 of the DGCL (as defined below) GCL and the Rights inapplicable to the Offer, the Merger and the Stockholder Support Agreements; provided, determining however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the terms Company Board determines in good faith and on a reasonable basis, after consultation with its outside counsel, that failure to take such action would be a breach of the Offer and Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the Merger are fair toexecution hereof, and in the best interests ofXxxxxxx Xxxxx Barney ("SSB"), the Company's stockholders financial advisor, has delivered to the Company Board its opinion, and recommending that holders as of Shares accept the Offer and that date hereof will deliver its written opinion, to the Company's stockholders approve effect that, as of the date of this Agreement and Agreement, the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed cash consideration to be received by the holders of Common Shares (other than Common Shares held by Parent or any of its affiliates, in the treasury of the Company or by any wholly-owned subsidiary of the Company) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company further represents and warrants that it has been authorized by SSB to permit, subject to prior review and a complete and correct signed copy consent by SSB (such consent not to be unreasonably withheld), the inclusion of such opinion has been delivered by (or a reference thereto) in the Company to ParentOffer Documents and in the Schedule 14D-9. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant hereby consents to the Offerinclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.02(a). (b) On The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date the Offer Documents are filed with the SECSEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to information supplied by Parent or the Offer (such Purchaser in writing for inclusion in the Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (a), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, on the one hand, and Parent and Sub agrees the Purchaser, on the other hand, agree promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case case, as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentslaw. (c) In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly the Purchaser with mailing labels labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub the Purchaser with such additional information and assistance (including including, but not limited to, updated lists of stockholdersholders of Common Shares and their addresses, mailing labels and lists of security position listings positions and computer filesnon-objecting beneficial owner lists) and such other assistance as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the Company's record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. The Company hereby consents to the Offer, recommends its acceptance by the Company's shareholders and represents that (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors of the Company, or a duly authorized committee thereof (at a meeting duly called and held, at which all directors were present ) has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined belowi) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining determined that the terms of the Offer and the Merger (as hereinafter defined) taken together, are fair toto the holders of the Common Stock and Preferred Stock of the Company and (ii) resolved, subject to its fiduciary duties under applicable Laws as advised by counsel, to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of the Common Stock and Preferred Stock of the Company, and in the best interests of(b) Value Investing Partners, Inc. has advised the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed $0.60 per share of Common Stock and $2.50 per share of Preferred Stock cash consideration to be received by holders of Shares pursuant to Common Stock and Preferred Stock of the Company, respectively, in the Offer and the Merger Merger, taken together, is fair to such holders shareholders (other than the Purchaser and its affiliates) from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends hereby agrees to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC as soon as practicable after the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeany amendments or supplements thereto, the "Schedule 14D- 914D-9") containing the recommendation recommendations described in paragraph (a)the first sentence of this Section 1.02. The Company, the Purchaser and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each of the Company, Parent and Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall be discovered to have been or to have become false or misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as the Company's Common Stock and Preferred Stock and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the CompanyLaws. The Company agrees to provide Parent the Purchaser and its counsel the Sub and their counsel, in writing, with any comments the Company or its counsel may receive from the SEC or its staff Staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and comments. Notwithstanding anything contained in this Section 1.02, if the Board of Directors of the Company determines in the exercise of its fiduciary duties to cooperate with Parentwithdraw, Sub and their counsel modify or amend its recommendation, such withdrawal, modification or amendment shall not constitute a breach of this Agreement. The Company hereby consents to the inclusion in responding the Offer of the recommendation referred to any such comments. (c) in the first sentence of this Section 1.02. In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent or agents to will promptly furnish Sub promptly the Purchaser with mailing labels labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of Shares the shares of Common Stock and Preferred Stock as of a recent date and of those persons becoming record holders subsequent to such date, together will furnish the Purchaser with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent the Purchaser or its agents may reasonably request in communicating the Offer to the holders of the Common Stock and Preferred Stock of the Company's stockholders. Subject to the requirements of applicable lawLaw, and except for such steps as are necessary to disseminate the documents constituting the Offer Documents and any other documents necessary to consummate the Merger, Parent the Purchaser and the Sub and each of their agents affiliates and associates shall hold in confidence the information contained in any of such labels, listings and files, will use such information only in connection with the Offer and the Merger Merger, and, if this Agreement shall be is terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company the information and all copies of such information then in their possession or controland in the possession of their legal, accounting and financial advisors.

Company Actions. (a) The Company hereby approves of of, and consents to to, the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present has unanimously (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined belowi) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining determined that the terms of the Offer and the Merger are fair to, to the holders of the Shares and the Merger is in the best interests ofof the Company and the stockholders of the Company, (ii) approved this Agreement, the Offer and the Merger, and recommended acceptance of the Offer by the holders of the Shares and the tender of their Shares pursuant to the Offer and approval of the Agreement (including the Merger) by the Company's stockholders stockholders, if required, and recommending that holders approving the acquisition of Shares accept the Offer and that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered other transactions contemplated by the Company to Parentthis Agreement. The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all Shares owned by such person persons pursuant to the Offer. (b) . On the date the Offer Documents are Schedule 14D-1 is filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing containing, subject to the terms of this Agreement, the recommendation described in paragraph (a), this Section 1.2(a) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares as the Company. The Schedule 14D-9 shall comply, in all material respects, with the requirements of the Exchange Act and other applicable laws, and on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Merger Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.that

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors Board, based on the unanimous recommendation of the CompanySpecial Committee, at a meeting duly called and held, at which all directors were present has (in person or by telephone), duly and unanimously adopted resolutions approving and adopting i) approved this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 (ii) determined that each of the DGCL (as defined below) inapplicable to the OfferAgreement, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are advisable and fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve this Agreement Company (other than Purchaser and the Merger. The Company represents and warrants that its Board of Directors has Investor Group), (iii) received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that Banc of America Securities LLC, financial advisor to the proposed consideration Company (the "Financial Advisor"), to the effect that, subject to the assumptions, qualifications and limitations therein stated, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders the stockholders of the Company (other than Purchaser and the Investor Group) from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company (iv) resolved to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to approve the Offer. (b) On , the date Merger and this Agreement and the transactions contemplated hereby, including the Offer Documents are filed and the Merger (such approval and adoption having been made in accordance with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 9") containing the recommendation described in paragraph (aDGCL), and the Company shall cause to be disseminated the Schedule 14D-9 to holders of Shares as and to the extent required by applicable Federal securities laws. Each (v) recommended acceptance of the CompanyOffer, Parent and, if applicable, the approval and Sub agrees promptly to correct any information provided adoption of this Agreement 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 further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent further represents and its counsel any comments warrants that (x) the Special Committee has been duly authorized and constituted, and (y) the Special Committee, at a meeting thereof duly called, unanimously determined that the terms of each of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, the stockholders of the Company or its counsel may receive from (other than Purchaser and the SEC or its staff with respect Investor Group), and unanimously determined to recommend that the Board (1) approve this Agreement and the transactions contemplated hereby, (2) determine that each of this Agreement, the Offer and the Merger is advisable and fair to, and in the best interests of, the stockholders of the Company (other than Purchaser and the Investor Group), (3) recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Schedule 14D-9 promptly after Offer, and (4) recommend that the receipt of such comments Company's stockholders approve and to cooperate with Parentadopt this Agreement, Sub and their counsel in responding to any such commentsif applicable. (cb) In connection with the Offer and the MergerOffer, the Company shall will promptly furnish or cause its transfer agent to be furnished to Purchaser mailing labels, security position listings and any available listings or agents to furnish Sub promptly with mailing labels computer files containing the names and addresses of the record all holders of record of the Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub Purchaser with such additional information and assistance (including updated lists of stockholdersholders of the Shares and their addresses, mailing labels and lists of security position listings positions) and computer files) such assistance as Parent Purchaser or its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Shares. Subject to the requirements of applicable lawLaw, and except for such steps as are necessary to disseminate the Offer Documents (as defined in Section 1.3(a)) and any other documents as are necessary to consummate the Merger, Parent Purchaser and Sub its affiliates and their agents associates shall hold in confidence the information contained in any such labels, listings and filesfiles and all other information delivered pursuant to this Section 1.2(b), will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, deliver to the Company all copies copies, extracts or summaries of such information then in their possession or controlthe possession of their agents.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Special Committee of the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this the Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders stockholders, and recommending that holders the Board of Shares accept the Offer Directors ratified such action and recommended that the Company's stockholders accept the Offer, tender their shares pursuant to the Offer and approve this Agreement and adopt the MergerAgreement. The Company represents that such approval constitutes approval of the Offer, the Agreement and warrants the transactions contemplated hereby, including the Merger, for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), such that, assuming the truth and correctness of the representation in Section 5.08, Section 203 of the DGCL will not apply to the transactions contemplated by the Agreement. The Company represents that its Board of Directors has received the opinion opinions of U.S. Bancorp Xxxxx Xxxxxxx Smith Barney Inc. that ("Smith Xxxxxx") xxx Wheat, Fxxxx Xxxxxxxies, Inc. ("Wheat First"), each dated the proposed date of this Agreement, to the effect that, as of such date, the cash consideration to be received by the holders of Shares (other than Parent and its affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy copies of such opinion has been delivered opinions will be included in the Company's Schedule 14D-9 (as defined below) and such opinions may be referenced by Parent in the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the OfferSchedule 14D-1. (b) On At the date time the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the stockholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall furnish or cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this the Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board of Directors has (i) unanimously determined that each of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, to and in the best interests ofof the stockholders of the Company, (ii) duly approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the Company's "Transactions"), and such approval is sufficient to render Section 203 of the DGCL inapplicable to this Agreement, and (iii) subject to the terms and conditions of this Agreement, resolved to recommend that the stockholders and recommending that holders of Shares the Company accept the Offer and that the Company's stockholders tender their shares thereunder to Purchaser and approve and adopt this Agreement and the Merger. The Company further represents and warrants that its Deutsche Bank Securities Inc. ("DB") has delivered to the Company's Board of Directors has received the its written opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares pursuant to paid in the Offer and the Merger is fair to such the holders of Shares from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each will promptly furnish Parent with a list of its directors stockholders, mailing labels and executive officers that any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such person intends to tender all Shares owned by additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such person pursuant to other assistance as Parent may reasonably request in connection with the Offer. (b) On As soon as practicable on the date the Offer Documents are filed with the SECis commenced, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments or supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to Section 5.3 of this Agreement, contain the recommendation described referred to in paragraph clause (a)iii) of Section 1.2(a) hereof. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the Company date first published or sent to the Company's stockholders, shall cause not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares the Shares, in each case, as and to the extent required by applicable Federal federal securities laws. Each The Company shall mail, or cause to be mailed, such Schedule 14D-9 to the stockholders of the Company, Parent and Sub Company at the same time the Offer Documents are first mailed to the stockholders of the Company together with such Offer Documents. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case case, as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable the opportunity to review and comment upon on the Schedule 14D-9 prior and any other material to its filing be filed by the Company with the SEC or dissemination to stockholders of in connection with the CompanyOffer before it is filed with the SEC. The In addition, the Company agrees to provide Parent Parent, Purchaser and its their counsel with 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 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such commentsor other communications. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer Offer, the Merger and the other Transactions and represents and warrants that (i) the Company Board of Directors of the Companyhas, at a meeting duly called and held, at which all directors were present unanimously (in person or by telephone)A) approved each of the Transaction Agreements and the Transactions, duly and unanimously adopted resolutions approving and adopting this Agreement, approving including the Offer and the Merger, taking all action necessary to render (B) recommended that the provisions holders of Section 203 of the DGCL (as defined below) inapplicable to Common Shares accept the Offer, tender their Common Shares pursuant to the Merger Offer and approve and adopt this Agreement and the Stockholder AgreementsMerger, determining (C) determined that each of the Transaction Agreements and the Transactions, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company, (D) determined that the terms of consideration to be paid for each Common Share in the Offer and the Merger are is fair toto the shareholders of the Company, and in (E) declared that each of the best interests ofTransaction Agreements is advisable, and (ii) Rothschild Inc. has delivered to the Company's stockholders and recommending that holders of Shares accept the Offer and Company Board its written opinion that the Company's stockholders approve this Agreement and the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders of Shares the Company's shareholders other than Robert M. Goodfriend and his immediate family and family trusts in rexxxxx xx xxxx Xxxxxx Share pursuant to the Offer and the Merger is fair to such holders shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed Concurrently with the SECcommencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to all amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the "Schedule 14D- 914D-9") containing which shall, subject to the fiduciary duties of the Company's directors under applicable Law and to the provisions of this Agreement, contain the recommendation described referenced in paragraph clause (av) of Section 4.21 hereof (the "Company Tender Recommendation"), and . The Company hereby consents to the inclusion of the Company shall Tender Recommendation in the Offer Documents. The Company further agrees to take all steps necessary to cause to be disseminated the Schedule 14D-9 to be filed with the SEC and to be disseminated to all holders of Shares Common Shares, in each case as and to the extent required by applicable Federal federal securities laws. Each of the Company, on the one hand, and Parent and Sub Acquisition Corp., on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to all holders of the Common Shares, in each case as and to the extent required by applicable Federal federal securities laws. Parent Parent, Acquisition Corp. and its their counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 prior to its filing and any amendment thereto before it is filed with the SEC or dissemination to stockholders of SEC. In addition, the Company. The Company agrees to provide Parent Parent, Acquisition Corp. and its their counsel in writing with any comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments comments, and shall provide Parent and Acquisition Corp. with a reasonable opportunity to cooperate with Parent, Sub and their counsel in responding to any such commentscomment on the proposed responses thereto. (c) In connection with the Offer and the MergerOffer, the Company shall promptly (but in any event within five Business Days) after the date hereof, furnish or cause its transfer agent to be furnished to Acquisition Corp. mailing labels, security position listings and any available listing or agents to furnish Sub promptly with mailing labels computer file containing the names and addresses of the record holders of the Common Shares as of a the most recent practicable date prior to delivery of such information and of those persons becoming record holders subsequent all updates to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Sharesinformation, and shall furnish to Sub Acquisition Corp. with such information and assistance (including updated lists as Acquisition Corp. or any of stockholders, security position listings and computer files) as Parent its agents may reasonably request in communicating the Offer to the Company's stockholdersrecord and beneficial holders of the Common Shares. Subject to the requirements of applicable law, law or legal process and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Sub and their agents Acquisition Corp. shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files, will shall use such information only in connection with the Offer Offer, the Merger and the Merger other Transactions, and, if this Agreement shall be is terminated, will, shall upon request, deliver, and will use their best efforts the request of the Company deliver or cause to cause their agents to deliver, be delivered to the Company Company, or cause to be destroyed, all copies of such information then in their its possession or controlthe possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions approving and adopting this Agreement and approving the Shareholder Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined below) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and shareholders, recommending that holders of Shares accept the Offer and that the Company's stockholders shareholders accept the Offer, tender their shares pursuant to the Offer and approve this Agreement (if required) and approving the Merger. The Company represents and warrants that its Board of Directors has received the opinion of U.S. Bancorp Xxxxx Xxxxxxx Inc. that the proposed consideration to be received by holders acquisition of Shares by Sub pursuant to the Offer and the Merger is fair to such holders from a financial point of view, Shareholder Agreement and a complete the other transactions contemplated by this Agreement and correct signed copy of such opinion has been delivered by the Company to ParentShareholder Agreement. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D- 914D-9") containing the recommendation described in paragraph (a), ) and the Company shall cause to be disseminated mail the Schedule 14D-9 to holders the shareholders of Shares the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the extent Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by applicable Federal securities lawsthe Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to holders of Sharesthe Company's shareholders, in each case as and to the extent required by applicable Federal federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders shareholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholdersshareholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, control regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholdersshareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholdersshareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their best reasonable efforts to cause their agents to deliver, to the Company all copies of and any extracts or summaries from such information then in their possession or control.