Common use of Company Actions Clause in Contracts

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereof.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, as promptly as practicable on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing such reflecting the unanimous recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer (the “Company Recommendation”) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) approved the Offer and the Merger and adopted this Agreement in accordance with the SEC OBCA, (ii) determined that each of the transactions contemplated hereby, including each of the Offer and the information required by Section 14(f) Merger, is fair to and in the best interests of the Exchange Act if Parent shall have furnished such information Company and its shareholders, (iii) recommended that the Company’s shareholders accept the Offer tender their Common Shares to the Purchaser and approve the Merger and this Agreement, (iv) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the OBCA and the Rights inapplicable to the Offer and the Merger and (v) elected that the Offer and the Merger, to the extent of the Company in a timely manner) Board’s power and authority and to mail such Schedule 14D-9 the extent permitted by Law, not be subject to any Takeover Laws of any jurisdiction that may purport to be applicable to the stockholders of Offer, the CompanyMerger, this Agreement or the transactions contemplated hereby; provided, however, that such recommendation the Company Recommendation may be withdrawn, modified or amended by only prior to the Company's Board acceptance for payment of Directors Common Shares pursuant to the Offer, and only to the extent permitted by Section 7.3(b6.2. The Company Board has received the opinion of Xxxxxxx, Sachs & Co., the Company’s financial advisor, to the effect that, as of October 13, 2007, the consideration to be received by the holders of Common Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a). Such . (b) The Company represents that the Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities laws and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Parent and the Purchaser represent that the information supplied by them in writing for inclusion in the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing 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 Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing ’s record and beneficial shareholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its (i) the Company Board of Directors (at a meeting duly called and held) has unanimously (ax) determined that this Agreement, the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders Company and the Shareholders, (y) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (z) resolved to recommend that the Shareholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby (the determinations, approvals and recommendations of the CompanyCompany Board set forth in this clause (i) being hereinafter collectively referred to as the "RECOMMENDATION"), (bii) a committee of the Company Board formed pursuant to Section 302A.673 of the MBCA (the "COMMITTEE") (at a meeting duly called and held) has approved this AgreementAgreement and the transactions contemplated hereby, including the Offer and the Merger (the approval of the Committee set forth in this clause (ii) being hereinafter referred to as the "COMMITTEE APPROVAL"), (iii) Xxxxxxx Xxxxx Xxxxxx Inc. has provided to the Company Board the opinion described in Section 3.01(r) and (iv) assuming the accuracy of Parent's and Sub's representation in Section 3.02(c), the Offer, the Merger and the Stockholders AgreementMerger, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger transactions contemplated hereby will not be impeded by the stockholders provisions of Sections 302A.671, 302A.673 and 302A.675 of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of viewMBCA. The Company hereby agrees consents to the inclusion in the Offer Documents of the Recommendation and the Committee Approval, and the Company shall not permit the Recommendation and disclosure regarding the Committee Approval or any component thereof to be modified in any manner adverse to Parent or Sub or withdrawn by the Company Board or the Committee, as applicable, or in any other manner, except as provided in Section 4.02(b). (b) On the date on which the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act with respect to the Offer (together with any amendments such Schedule 14D-9, as amended or supplements theretosupplemented from time to time, the "Schedule SCHEDULE 14D-9") containing such recommendation with the SEC (Recommendation and disclosure regarding the Committee Approval, and shall mail the Schedule 14D-9 to the Shareholders. The Company shall include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's designees for directors of the Company as required by Section 14(f) of the Exchange Act if Parent and Rule 14f-1 thereunder, and shall use its commercially reasonable efforts to have furnished such information the Schedule 14D-9 available for inclusion in the initial mailing of the Offer Documents to the Shareholders. The Company in a timely manner(i) and to mail such agrees that on the date on which the Schedule 14D-9 is filed with the SEC and on each date on which any amendment or supplement to the stockholders of Schedule 14D-9 is filed with the Company; providedSEC, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). Such Schedule 14D-9 shall be filed comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) represents and warrants that, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each SEC and on the date first published, sent or given to Shareholders, the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Companycircumstances 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 pursuant to this Section 1.02(b) for inclusion in the Schedule 14D-9. The Company (or Parent, and Purchaser with respect to information supplied by Parent pursuant to this Section 1.02(b) for inclusion in the Schedule 14D-9) agrees promptly to correct any information provided by it for use contained in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 to reflect such correction and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of shares of Company Common StockShareholders, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company agrees to give Purchaser Parent, Sub and its their counsel a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's its filing of the Schedule 14D-9 with the SECSEC or dissemination to the Shareholders. The Company agrees to shall provide Purchaser Parent, Sub and its their counsel in writing with any written comments (and orally, with any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofof such comments and shall consult with Parent and its counsel prior to responding to such comments. (c) In connection with the Offer and the Merger, the Company shall as promptly as reasonably practicable but, in any event, within three business days after the date hereof, furnish, or cause its transfer agent to furnish, Sub promptly with mailing labels containing the names and addresses of all record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of Shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of Shareholders, security position listings and computer files) as Sub or Parent may reasonably request in communicating the Offer to Shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Sub shall, and shall instruct each of their respective Affiliates, associates, employees, agents and advisors to, hold in confidence the information contained in any such labels, listings and files.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (i) its Board of Directors (at a meeting or meetings duly called and heldheld prior to the date hereof) has unanimously (aA) determined that the terms of each of the Offer and the Merger (as hereinafter defined) are advisable and fair to the stockholders of the Company to, and are in the best interests of of, the stockholders shareholders of the Company, (bB) approved and adopted this Agreement, the Offer, the Merger Agreement and the Stockholders Agreement, transactions contemplated hereby (including for purposes of Section 203 of the GCL, Offer and the Merger) (cC) resolved to recommend acceptance of the Offer and approval and adoption of the plan of merger (as such term is used in Section 14A:10-1 of the Corporation Law and attached as Exhibit B hereto (the "PLAN OF MERGER")) contained in this Agreement and the Merger by the stockholders shareholders of the Company which approval constitutes approval and directed that the Plan of each Merger be submitted to the shareholders of the transactions contemplated Company for approval, (D) taken all necessary steps to render the New Jersey Shareholders Protection Act (Sections 14A:10A-1 to 14A:10A-9 of the Corporation Law) inapplicable to Parent and Purchaser and to the Merger and the acquisition of Shares pursuant to the Offer and (E) resolved to elect, to the extent permitted by law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (collectively, "TAKEOVER LAWS") of any jurisdiction that may purport to be applicable to this Agreement for purposes (PROVIDED, HOWEVER, that prior to the purchase of any Shares pursuant to the applicable provisions Offer, such consent, determination, recommendation, rendering and election by the Company's Board of Directors specified in Section 1.02(a)(i) above may be withdrawn, modified, rescinded or amended if the GCL. The Financial Advisor Company's Board of Directors determines to accept a Superior Proposal (as defined in Section 6.02(f) below)), and (ii) Prudential Securities Incorporated ("PRUDENTIAL"), the Company's financial advisor, has delivered to the Company's Board of Directors of an opinion to the Company its opinion effect that the consideration to be received by the holders of shares of Company Common Stock paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock Company's shareholders is fair, from a financial point of view, to such shareholders. The Company hereby agrees represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of Prudential in the Offer Documents and the Proxy Statement (as defined below). (b) Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule SCHEDULE 14D-9") containing such recommendation with the SEC (recommendations of its Board of Directors described in Section 1.02(a) and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information hereby consents to the Company inclusion of such recommendations in a timely manner) the Offer Documents and to mail such shall disseminate the Schedule 14D-9 to the stockholders shareholders of the Company; provided, that such recommendation may be withdrawn, modified Company as required by Rule 14D-9 promulgated under the Exchange Act. The Company shall cooperate with Parent and Purchaser to include a copy of the Schedule 14D-9 with the Offer Documents mailed or amended by furnished to the Company's Board of Directors only shareholders. Parent and Purchaser shall provide the Company all information reasonably requested by the Company for inclusion in the Schedule 14D-9. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the extent permitted by Section 7.3(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 Documentspromptly upon receipt thereof. Each of the Company, Parent, Purchaser and Purchaser the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, respect and the Company further agrees agree to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoflaw.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, as promptly as practicable on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing such reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer (the “Company Recommendation”) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) determined that each of the transactions contemplated hereby, including each of the Offer and the Merger, 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 SEC DGCL, (iii) recommended acceptance of the Offer and adoption of this Agreement by the Company’s stockholders (if such approval and adoption are required by applicable Law), and (iv) taken all other action necessary to render Section 203 of the DGCL and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Rights inapplicable to the Company in a timely manner) Offer and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; provided, however, that such recommendation the Company Recommendation may be withdrawn, modified or amended by only prior to the Company's Board acceptance for payment of Directors Common Shares pursuant to the Offer, and only to the extent permitted by Section 7.3(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, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereof6.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Crane a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares of Company Common Stock from a financial point Stock, as promptly as practicable on the date of view. The Company hereby agrees to file the filing by Crane and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation with of the SEC (Board of Directors of the Company that holders of shares of Company Common Stock tender their shares pursuant to the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the information required by Section 14(f) Company hereby represents, that the Board 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 Directors of the Company; provided, at a meeting duly called and held, has (i) determined by vote of its directors that such each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the Company and its shareholders, (ii) approved the Offer, the Merger, the Stock Option Agreement and the Shareholder Agreements, (iii) recommended acceptance of the Offer and approval of this Agreement by the Company's shareholders, and (iv) taken all other action necessary to render Section 2538 and Subchapter F of Chapter 25 of the PBCL and the Rights inapplicable to the Offer and the Merger. Such recommendation and approval may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b5.02(b). Such The Company further represents that, prior to the execution hereof, Xxxx Xxxxx Xxxx Xxxxxx, Inc. has delivered to the Board of Directors of the Company its written opinion that, as of August 10, 1998, the consideration to be received by the holders of shares of Company Common Stock pursuant to the Offer and the Merger is fair to the Company's shareholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in this Section 1.02(a). (b) The Company represents that the Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities laws and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Crane or the Purchaser in writing expressly for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser Parent and the Purchaser, on the other hand, agrees promptly to correct any information provided by it either of them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of shares of Company Common Stock as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of shares of Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Crane, the Purchaser and their affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its the Company’s Board of Directors and a special committee of the Company’s Board of Directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”), each at a meeting duly called and held) has unanimously , have (ai) determined that the terms of the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders shareholders of the Company, (bii) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by transactions contemplated hereby, including the stockholders Offer and the Merger, the Shareholders Agreement and the Stock Option Agreement, and such approvals are sufficient to comply with Sections 302A.671, 302A.673 and 302A.675 of the Company which approval constitutes approval of each of MBCA as they apply to this Agreement and the transactions contemplated by this Agreement for purposes of and (iii) resolved to recommend that the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors shareholders of the Company its opinion that accept the consideration Offer, tender their Shares to be received by the holders of shares of Company Common Stock in the Offer Merger Sub thereunder and approve and adopt this Agreement and the Merger is fair to the holders of shares of Company Common Stock from a financial point of viewMerger. The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation of the Board and the approval of the Special Committee described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Company’s Board or the disclosure regarding the approval of the Special Committee or any component thereof to be modified in any manner adverse to Purchaser or Merger Sub or to be withdrawn by the Company’s Board or the Special Committee, except as provided in Section 4.8(b) hereof. (b) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "“Schedule 14D-9"”) containing such which shall contain the recommendation with the SEC referred to in clause (and the information required by Section 14(fiii) of Section 1.2(a) hereof. The Company further agrees to take all steps necessary to cause 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 be disseminated to holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares as and to the extent permitted required by Section 7.3(b)applicable federal securities laws. Such Schedule 14D-9 shall be filed The Company, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each of the Company, Parentone hand, and each of Purchaser agrees and Merger Sub, on the other hand, will promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide Purchaser Purchaser, Merger Sub and its their counsel in writing 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 thereofof such comments and to consult with Purchaser, Merger Sub and their counsel prior to responding to any such comments. (c) The Company shall promptly furnish Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional information, including, without limitation, updated listings and computer files of holders of Shares, mailing labels and security position listings, and such other assistance as Purchaser, Merger Sub or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (i) its Board of Directors (Directors, at a meeting duly called and held) held on October 10, 2003, has unanimously duly and by unanimous vote adopted resolutions approving the Offer, the Merger, this Agreement, the Tender and Option Agreement, the Top-up Option Agreement and the other transactions contemplated hereby and thereby (a) determined collectively, the “Transactions”), determining that the terms of the Offer and the Merger are fair to the stockholders of the Company to, advisable and are in the best interests of, the Company’s shareholders and recommending acceptance of the stockholders Offer and adoption of the Merger and this Agreement by the shareholders of the Company, (bii) approved this Agreementthe Company has taken all necessary action to render the provisions of any anti-takeover statute, rule or regulation that to the OfferCompany’s knowledge may be applicable to the Transactions (including Sections 2538 through 2588, the Merger and the Stockholders Agreementinclusive, including for purposes of Section 203 of the GCLPBCL) inapplicable with respect to the Transactions, and (ciii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor Boenning & Scattergood, Inc. (“B&S”) has delivered to the Company’s Board of Directors of the Company its opinion (the “Fairness Opinion”) that the consideration Common Stock Price to be received by the holders of shares of Company Common Stock in the Offer and the Merger Company’s shareholders is fair to the holders of shares of Company Common Stock fair, from a financial point of view, to such shareholders and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been authorized by B&S to permit the inclusion of the Fairness Opinion (and, subject to prior review and consent by B&S, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement. The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendations of the Company’s Board of Directors described in this Section 1.2. The Company has been advised that all of its directors and executive officers presently intend either to tender their shares of Company Common Stock pursuant to the Offer or (solely in the case of directors and executive officers who would as a result of the tender incur liability under Section 16(b) of the Exchange Act) to vote in favor of the Merger. (b) The Company shall file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto and including the exhibits thereto, the "“Schedule 14D-9"”) containing such recommendation which shall comply in all material respects with the SEC (provisions of applicable federal securities laws, and will contain such recommendations of the Board in favor of the Offer and the information Merger, and shall disseminate the Schedule 14D-9 as required by Section 14(f) of Rule 14d-9 promulgated under the Exchange Act if Parent and shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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 Documents that are mailed to the Company, Parent, and Purchaser agrees promptly to correct any information provided by it for use in ’s shareholders. The Company shall deliver the proposed forms of the Schedule 14D-9 if and the exhibits thereto to Parent within a reasonable time prior to the extent that it shall have become false or misleading in any material respect, commencement of the Offer for review and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC comment by Parent and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Lawsits counsel. The Company agrees to give Purchaser Parent and its counsel shall be given a reasonable opportunity to promptly review any amendments and comment on supplements to the Schedule 14D-9 and the exhibits thereto prior to their filing with the SEC or dissemination to shareholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser Parent and its counsel in writing with any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. Each of the Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause such Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the shareholders of the Company, as and to the extent required by applicable federal securities laws.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall promptly (and in any event within two (2) business days after the Offer and the Merger are fair to the stockholders public announcement of the Company and are in the best interests terms of the stockholders of the Company, (b) approved this Agreement, ) file with the Offer, the Merger SEC and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Shares the Company's Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents, that the Board, at a meeting duly called and held, has (i) containing determined that the Offer and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger in accordance with Section 203 of the GCL, and (iii) resolved to recommend and continues to recommend acceptance of the Offer and approval and adoption of the Merger and this Agreement by the Company's stockholders (if such approval is required by applicable law) (such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and Company's stockholders being referred to mail such Schedule 14D-9 to as the stockholders of the Company"Board Recommendation"); provided, however, that such recommendation and approval may be withdrawn, modified or amended by the Company's Board of Directors only as provided in Section 6.09. The Company further represents that Credit Suisse First Boston Corporation ("CSFB") has delivered to the extent permitted by Section 7.3(b). Such Schedule 14D-9 shall Board its written opinion to the effect that, as of the date of this Agreement, the cash consideration to be filed on received for the same date as Purchaser's Schedule 14D-1 is filed and mailed together with Common Shares pursuant to the Offer Documents. and the Merger is fair to the holders of the Common Shares (other than Parent and its affiliates) from a financial point of view. (b) Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company the Common StockShares, in each case, as and to the extent required by applicable federal securities Lawslaw. (c) In connection with the Offer, the Company will use reasonable best efforts to cause to be furnished to Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Purchaser with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Xxxxxx. The Company agrees Subject to give the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and its counsel a reasonable opportunity to review affiliates and comment on associates shall hold in confidence the Schedule 14D-9 prior information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company's filing Company all copies of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel such information then 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 thereoftheir possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its the Board of Directors (of the Company, at a meeting duly called and held) , has unanimously (ai) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to the stockholders of the Company and are advisable to, and in the best interests of of, the stockholders of the CompanyCompany and its stockholders, (bii) approved this Agreementthe execution, delivery and performance by the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption Company of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each consummation of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in Agreement, including the Offer and the Merger is fair Merger, (iii) resolved to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to recommend that the stockholders of the Company; provided, Company accept the Offer and tender their Shares provided that such recommendation may be withdrawn, modified or amended by only in accordance with the Company's Board provisions of Directors only Section 6.3, (iv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to elect, to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws and Regulations of any jurisdiction that may purport to be applicable to this Agreement, (vi) taken all necessary steps to render the restrictions of Section 7.3(b203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, and the acquisition of Shares pursuant to the Offer, this Agreement, the Stockholder Tender and Voting Agreements and the transactions contemplated hereby and thereby, and (vii) authorized that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.2(a), subject to the Company’s rights to withdraw, modify or amend its recommendation only in accordance with the provisions of Section 6.3. (b) The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Schedule 14D-9”) that shall reflect, subject to the provisions of Section 6.3, the recommendation of the Company’s Board of Directors referred to in Section 2.2(a) above, and shall disseminate the Schedule 14D-9 to stockholders of the Company as required by Rule 14D-9 promulgated under the Exchange Act. Such 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 holders of Shares. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel, and Parent and Merger Subsidiary shall be filed given a reasonable opportunity to review and comment on the same date as Purchaser's Schedule 14D-1 is filed and mailed together 14D-9 prior to its filing with the Offer DocumentsSEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company agrees to provide Parent (i) copies of, and to consult with Parent and its counsel regarding any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 promptly after receipt thereof and (ii) a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Each of the Company, Parent, Parent and Purchaser agrees Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders stockholders of shares of the Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Law. (c) In connection with the Offer, the Company agrees shall promptly furnish Parent with (or cause Parent to give Purchaser be furnished with) mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing stockholders of the Schedule 14D-9 Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the SEC. The Company agrees Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, deliver to provide Purchaser and its counsel in writing with any comments the Company (or its counsel may receive from the SEC destroy) all copies of such information or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofextracts therefrom then in their possession or under their control.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, as promptly as practicable on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held, has (i) determined by unanimous vote of its directors that each of the transactions contemplated hereby, including each of the Offer and the Merger and the distribution of the Contingent Rights, is fair to and in the best interests of the Company and its stockholders, (ii) approved the distribution of the Contingent Rights, (iii) approved the Offer and adopted this Agreement in accordance with the SEC GCL, (iv) recommended acceptance of the Offer and approval of this Agreement by the Company's stockholders (if such approval is required by applicable law), and (v) taken all other action necessary to render Section 203 of the GCL and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Rights inapplicable to the Company in a timely manner) Offer and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to result in a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Salomon Brothers Inc ("Salomon Brothers"), has delivered to the Company Board its written opinion that, as of June 29, 1997, the consideration to be received by the holders of Common Shares (other than Parent or any of its affiliates) pursuant to the Offer, the Merger and the Contingent Rights is fair to the Company's Board stockholders from a financial point of Directors only view. The Company hereby con- (b) The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the extent permitted 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 Section 7.3(b). Such the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in connection with this Agreement and the Stockholder Tender Agreement and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Confidentiality Agreement entered into between the Company and Parent dated December 6, 2002 (the “Confidentiality Agreement”) and the Non-Solicitation Agreement entered into between the Company and Parent dated December 20, 2002 (the “Non-Solicitation Agreement”), (ii) its Board of Directors (at a meeting or meetings duly called and held) has unanimously (aA) determined that the Offer and the Merger (as hereinafter defined) are advisable and fair to the stockholders of the Company and are in the best interests of of, the stockholders of the Company, (bB) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (cC) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement and the Merger by the stockholders of the Company which approval constitutes approval Company, (D) irrevocably taken all necessary steps to approve Parent and Purchaser becoming “interested stockholders” within the meaning of each Section 203 of the transactions contemplated DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Offer and the Stockholder Tender Agreement, and (E) irrevocably resolved to elect, to the extent of the Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement for purposes of or the applicable provisions of Stockholder Tender Agreement, and (iii) Credit Suisse First Boston Corporation (the GCL. The “Company Financial Advisor Advisor”), the Company’s independent financial advisor, has delivered to advised the Company’s Board of Directors of the Company that, in its opinion that opinion, the consideration to be received by the holders of shares of Company Common Stock paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock Company’s stockholders is fair, from a financial point of view. The , to such stockholders. (b) Upon commencement of the Offer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "“Schedule 14D-9"”) containing such recommendation with (subject to Section 7.3(b)) the SEC (and the information required by Section 14(f) recommendations 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 such recommendation may be withdrawn, modified or amended by the Company's its Board of Directors only described in Section 1.2(a) and hereby consents to the extent permitted by Section 7.3(b). Such inclusion of such recommendations in the Offer Documents and to the inclusion of a copy of the 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 Documents mailed or furnished to the Company, ’s stockholders. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoflaw.

Company Actions. (a) The Company hereby consents to the Offer and represents that its Board of Directors (Directors, at a meeting duly called and held) held has unanimously (ai) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to the stockholders of the Company advisable to, and are in the best interests of of, the stockholders of the CompanyCompany and its stockholders, (bii) approved this Agreement, Agreement and approved the Offer, the Merger and the Stockholders Agreementtransactions contemplated hereby, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and the Merger, in accordance with the requirements of the MGCL (and such approval and adoption includes the approval of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company (or other required declaration or determination by the Board of Directors of the Company, as applicable) pursuant to both Section 3-105 of the MGCL and, if available, Section 3-106 of the MGCL), (iii) resolved to recommend that stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer and, to the extent required by applicable Law, approve the Merger (the “Company Recommendation”) and (iv) taken all other actions necessary to exempt the Offer, the Merger, this Agreement and the transactions contemplated hereby from the restrictions imposed by the MGCL, including Title 3, Subtitle 6 and Title 3, Subtitle 7 of the MGCL, or any other “fair price,” “moratorium,” “control share acquisition” or similar anti-takeover statute, which exemption shall be irrevocable during the term of this Agreement. The Company consents to the inclusion of the Company Recommendation in the Offer Documents. The Company has been advised that all of its opinion directors and executive officers who own shares of Company Common Stock intend to tender such shares pursuant to the Offer. (b) On the same date that the consideration amendment to the Offer Documents contemplated by the first sentence of Section 2.1(b) is filed with the SEC, the Company 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 or an amendment thereto (as originally filed, together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) which shall contain the Company Fairness Opinion and, subject to Section 6.5(c), the Company Recommendation; provided that the Company may file the Schedule 14D-9 (or an amendment thereto) at an earlier date if required by applicable Law. The Company agrees to cause the Schedule 14D-9 to be received by filed with the SEC and disseminated to holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information as required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company and in a timely manner) accordance with applicable U.S. federal securities Laws and to mail such use its reasonable best efforts to cause the Schedule 14D-9 to the stockholders of the Company; provided, that be distributed to such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). Such Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together holders concurrently with the Offer Documents, as amended pursuant to Section 2.1(b). Each of the The Company, Parenton the one hand, and Purchaser agrees Parent and 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 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 cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of the shares of Company Common Stock, in each case, Stock as and to the extent required by and in accordance with applicable U.S. federal securities Laws. The Parent and Merger Sub shall promptly furnish to the Company agrees all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with the obligations relating to give Purchaser Schedule 14D-9 contained in this Section 2.2(b). Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to shall provide Purchaser Parent, Merger Sub and its their counsel in writing 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 thereofof such comments and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response. (c) In connection with the Offer, the Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case, true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or its agents may reasonably request in connection with the Offer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors (the Company Board, at a meeting duly called and held) , has unanimously (ai) determined that the Offer this Agreement and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Companytransactions contemplated hereby, (b) approved this Agreement, including the Offer, the Merger and the Stockholders AgreementTop-Up Option, are advisable, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including for purposes of Section 203 of the GCLOffer (including the Tender Agreements), the Merger and the Top-Up Option, (ciii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by that the stockholders of the Company which approval constitutes approval of each of accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated by this Agreement for purposes of hereby, including the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements theretoMerger, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, provided that such recommendation may be withdrawn, modified or amended by only in accordance with the Company's Board provisions of Directors only Section 6.2, (iv) acknowledged that such approval is effective for all purposes under NRS 78.411 through 78.444, inclusive, (v) resolved to elect, to the extent permitted by Law, not to be subject to any “moratorium,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to this Agreement (including, without limitation, NRS 78.411 through 78.444, inclusive), and (vi) taken all necessary actions to render the restrictions of any such anti-takeover Laws (including, without limitation, NRS 78.378 through 78.3793, inclusive, and NRS 78.411 through 78.444, inclusive) inapplicable to the Merger, Parent, Purchaser, and the acquisition of Shares pursuant to the Offer (including the Tender Agreements) and the Top-Up Option. (b) The Company shall file with the SEC, as promptly as practicable after the filing by Parent of the Offer Documents (and in any case within five Business Days thereof) 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”) describing, subject to Section 7.3(b6.2(a), the recommendations referred to in Section 4.3(b). Such The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of Shares as and to the extent required by the Exchange Act. Parent and Purchaser shall promptly furnish to the Company all information concerning Parent and Purchaser required by the Exchange Act to be filed on set forth in the same date as Purchaser's Schedule 14D-1 is filed and mailed together with 14D-9 or reasonably requested by the Offer DocumentsCompany for inclusion therein. Each of the Company, Parent, Parent and Purchaser agrees shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect, respect and the to correct any material omissions therein. The Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so corrected amended or supplemented, to be filed with the SEC and disseminated to the holders of shares of Company Common StockCompany’s stockholders, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company agrees to give Purchaser shall provide Parent and its counsel a reasonable opportunity to review copies of any written comments and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser shall inform Parent and its counsel in writing with of any oral comments or material discussions that the Company or its counsel may receive from or engage in with the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or the commencement or occurrence of any such discussions. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response (including the proposed final version thereof), and the Company shall give reasonable consideration in good faith to any comments made by Parent or its counsel. Subject to Section 6.2(a), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board contained in the Schedule 14D-9. (c) In connection with the Offer, the Company shall furnish, or shall cause its transfer agent to furnish, Purchaser promptly with mailing labels 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, computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, and shall furnish to Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent, Purchaser or their 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 Transactions, Parent and Purchaser shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request of the Company, return to the Company or destroy all copies of such information then in their possession or control.

Company Actions. The Company hereby consents to the Offer and represents that its (a) the Company Board of Directors (at a meeting duly called and held) has unanimously (ai) determined that this Agreement, the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the CompanyCompany and its shareholders, (bii) approved this Agreement, the Offer, the Merger Agreement and the Stockholders Agreementtransactions contemplated hereby, including for purposes of the Offer and the Merger, and such approval is sufficient to render Section 203 912 of the GCLNew York Business Corporation Law (the "NYBCL") inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) amended the Company Rights Agreement as described in Section 4.01(n), and (civ) resolved to recommend acceptance of the Offer and approval by those Shareholders who wish to receive cash for their Shares and adoption of this Agreement and the Merger by the stockholders holders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCLShares and (b) WP&Co. The Financial Advisor has delivered to the Company Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock Fairness Opinion as described in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of viewSection 4.01(l). The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 1.03; provided, however, that the Company Board may withdraw, modify or change such recommendation to the extent, and only to the extent and on the conditions, specified in Section 5.02. The Company will file with the SEC simultaneously with the filing by Parent and Sub of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule 14D-9") containing such recommendation recommendations of the Company Board in favor of the Offer and the Merger. The Company represents, warrants and covenants that Schedule 14D-9 will comply in all material respects with the SEC Exchange Act and any other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws. The Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's Designees as required by Section 14(f) of the Exchange Act if Parent shall and Rule 14f-1 thereunder and will use its reasonable best efforts to have furnished such information the Schedule 14D-9 available for inclusion to the Company in a timely mannerinitial mailing (and any subsequent mailing) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Offer Documents to the extent permitted by Section 7.3(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 DocumentsShareholders. Each of the Company, Parent, Company and Purchaser agrees Parent will promptly to correct any information provided by it them for use in the Schedule 14D-9 if and to the extent that it shall have become becomes false or misleading in any material respect, respect and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company agrees to give Purchaser Parent and its counsel will be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to provide Purchaser and its counsel in writing In connection with any comments the Offer, the Company will promptly furnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of Shares as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of shareholders, mailing labels and lists of security positions) as Parent or its counsel agents may receive from reasonably request in communicating the SEC or its staff with respect Offer to the Schedule 14D-9 record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Sub will, and will instruct each of their respective affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with its terms, will deliver promptly after to the receipt thereofCompany (or destroy and certify to the Company the destruction of) all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion Company, by unanimous vote, has (i) duly adopted resolutions approving this Agreement, the Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and unanimously recommending that the Company's stockholders accept the Offer and approve the Merger and approve and adopt this Agreement and (ii) taken all other applicable action necessary to render (x) Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes and (y) the Stockholders Rights Agreement dated as of November 1, 1995 between the Company and First Chicago Trust Company of New York, as amended as of December 15, 1998 (as further amended to date, the "Rights Agreement") inapplicable to the Offer and the Merger. The Company represents that its Board of Directors has received the written opinion of Xxxxxxx Xxxxx & Company, L.L.C. that the proposed consideration to be received by the holders of shares of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to the such holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees has been advised that each of its directors and executive officers intends to tender pursuant to the Offer all Shares owned of record and beneficially by him or her except to the extent such tender would violate applicable securities laws. (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 (together with any amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing such recommendation with ), and shall mail the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided. Subject to the terms of this Agreement, that such the Schedule 14D-9 shall contain the recommendation may be withdrawndescribed in paragraph (a) of this Section 1.2. To the extent practicable, modified the Company shall cooperate with Parent and Sub in mailing or amended by otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's Board of Directors only stockholders. Parent and Sub and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the extent permitted by Section 7.3(b)filing thereof with the SEC. Such The Schedule 14D-9 shall be filed comply as to form in all material respects with the requirements of the Exchange Act and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 circum stances under which they were made, not misleading, except that no representation is made by the Company with respect to infor mation supplied by Parent or Sub in writing expressly for inclusion in the Schedule 14D-9. Each of the Company, Parent, Parent and Purchaser Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to provide copies thereof to Parent and Sub so that they may be disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEClaws. The Company agrees to provide Purchaser 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 thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent and Sub with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons or entities becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Parent and Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent and Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby consents to the Offer and represents that its Board of Directors (the Board, at a meeting duly called and held) held on April 15, 2008, has unanimously (aA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (together with the Offer and the Merger, the “Transactions”), are fair to the stockholders of the Company to, and are in the best interests of, the holders of Shares, (B) approved and declared advisable this Agreement and the Transactions, and (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer and, if applicable, vote to adopt this Agreement, subject to the right of the stockholders Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the terms of Section 7.05. To the extent that such recommendation of the CompanyBoard is not so withheld, withdrawn, amended, changed or modified, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05. (b) approved this Agreement, As promptly as practicable on the date of commencement of the Offer, the Merger and Company shall file with the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "“Schedule 14D-9"”) containing such containing, except as provided in Section 7.05, the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Board described in Section 2.02(a), and shall, subject to Section 2.02(c), disseminate the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares to the extent permitted required by Section 7.3(b)Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. Such To the extent reasonably practicable, the Schedule 14D-9 shall be filed on with the same date as Purchaser's SEC concurrently with the filing by Parent and Purchaser of the Schedule 14D-1 is filed TO and shall be mailed together to holders of Shares with the Offer Documents (and if so, the expense thereof shall be borne by Parent in connection with its dissemination of the Offer Documents). Each of Parent and Purchaser shall promptly furnish to the Company in writing 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 shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and all other applicable Laws. The Company hereby further agrees that 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; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Purchaser or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Purchaser hereby agree that the information provided by them specifically in writing 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. The Company, Parent, Parent and Purchaser agrees promptly agree to correct promptly any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to shall give Purchaser Parent and its Parent’s counsel a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 thereof with the SECSEC or dissemination to holders of Shares. The Company agrees to shall provide Purchaser Parent and its Parent’s counsel in writing with any comments the Company or its the Company’s counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 after receipt of such comments and shall provide Parent and Parent’s counsel with a reasonable opportunity to participate in the response of the Company to such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) As promptly as reasonably practicable after the receipt thereofdate hereof, the Company shall instruct its transfer agent to furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and, if known to the Company, beneficial owners of Shares. The Company shall promptly furnish Purchaser with such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in enabling Purchaser to disseminate the Offer Documents to holders of Shares as Parent or Purchaser may reasonably request.

Company Actions. (a) The Company hereby consents to the Offer Offer, and represents and warrants that its the Company Board of Directors (Directors, at a meeting duly called and held) , has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bi) approved this Agreement, and deemed this Agreement, the Offer, the Merger and the Stockholders Transactions advisable, fair to and in the best interests of the Company Stockholders; (ii) approved and adopted this Agreement and the Transactions, including the Offer and the Merger, in all respects, and, subject to the accuracy of the representation set forth in Section 3.5 of this Agreement, including such approval constitutes approval of the Offer, the Merger, this Agreement, the Tender and Support Agreement and the Transactions for purposes of Section 203 of the GCL, DGCL; and (ciii) subject to Section 5.2(e), resolved to recommend acceptance that the Company Stockholders accept the Offer, that the Company Stockholders tender their Shares in the Offer to Purchaser, and that the Company Stockholders adopt this Agreement to the extent required by applicable Law (the “Company Board Recommendation”). The Company consents to the inclusion of the Company Board Recommendation in the Offer and approval and adoption Documents, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 5.2(e) (it being understood that such consent shall not be deemed to limit the Company Board of Directors rights under Section 5.2). To the knowledge of the Company, as of the date of this Agreement and the Merger by the stockholders all of the Company which approval constitutes approval of each Company’s directors and executive officers intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer. (b) As promptly as reasonably practicable and, in any event, within five (5) Business Days of the transactions contemplated by date of this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of Agreement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC an amendment to its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Tender Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or all amendments, supplements and exhibits thereto, the "“Schedule 14D-9"”) containing such recommendation which shall, subject to the provisions of Section 5.2(d), contain the Company Board Recommendation. The Company agrees to cause the Schedule 14D-9 to be filed with the SEC (and disseminated to holders of Shares as required by and in accordance with applicable U.S. federal securities laws. The Company, on the one hand, and Parent 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; providedPurchaser, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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 Companyother hand, Parent, and Purchaser agrees agree to promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the respect or as otherwise required by Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, the Shares as required by and in each case, as accordance with applicable U.S. federal securities laws. Parent and Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by applicable federal securities Lawsthe Company in connection with the obligations relating to Schedule 14D-9 contained in this Section 1.2(b). The Company agrees to give Parent, the Purchaser and its their counsel a shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 prior and the Company shall give reasonable and good faith consideration to any comments made by the Company's filing of the Schedule 14D-9 Parent and Purchaser and their counsel before it is filed with the SEC. The In addition, the Company agrees to shall provide Parent, the Purchaser and its their counsel in writing 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 thereofof such comments, and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) In connection with the Offer, the Company shall promptly furnish to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of holders of the Shares, updated periodically, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agents may reasonably request.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that On the Offer and the Merger are fair to the stockholders date of the Company and are in the best interests filing of the stockholders of Schedule TO with the Company, (b) approved this AgreementSEC, the OfferCompany shall, in a manner that complies with Rule 14d-9 under the Merger and Exchange Act, file with the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the SEC a Tender Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or all amendments, supplements and exhibits thereto, the "“Schedule 14D-9"”) containing such recommendation that shall, subject to the provisions of Section 5.3, contain the Company Board Recommendation. The Company shall include in the Schedule 14D-9 a notice of appraisal rights in accordance with Section 262 of the SEC (DGCL. The Company shall also include in the Schedule 14D-9, and represents that it has obtained all necessary consents of the information required by Section 14(fCompany Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act if Parent shall have furnished (regardless of whether such information item is applicable). The Company hereby approves and consents to the Offer and hereby approves and consents to the inclusion in the Offer Documents of a description of the Company in a timely manner) and Board Recommendation. The Company further agrees to mail such cause the Schedule 14D-9 to the stockholders be disseminated to holders of the Company; providedShares, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only as and to the extent permitted required by Section 7.3(b)the Exchange Act. Such To the extent requested by the Purchaser, the Company shall cause the Schedule 14D-9 shall to be filed on mailed or otherwise disseminated to the same date as Purchaser's Schedule 14D-1 is filed and mailed holders of Shares together with the Offer DocumentsDocuments disseminated to the holders of Shares. Each of the The Company, Parenton the one hand, and Purchaser agrees Parent and the Purchaser, on the other hand, agree to promptly to correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal Law. Parent and the Purchaser shall promptly furnish to the Company in writing all information concerning Parent and the Purchaser that may be required by applicable securities LawsLaws or reasonably requested in writing by the Company for inclusion in the Schedule 14D-9. The Company agrees to give Parent, the Purchaser and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The , and the Company agrees shall give due consideration to provide the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its their counsel. In addition, the Company shall provide Parent, the Purchaser and their counsel in writing with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent, the receipt thereofPurchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (b) Promptly after the date hereof (and in any event no later than five (5) Business Days after the date hereof) and otherwise from time to time as requested by the Purchaser or its agents, the Company shall furnish or cause to be furnished to the Purchaser mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information (including updated lists of holders of the Shares and their addresses, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating with the record and beneficial holders of Shares. In addition, in connection with the Offer, the Company shall, and shall use its commercially reasonable efforts to cause any Third Parties to, cooperate with the Purchaser to disseminate the Offer Documents to holders of Shares held in or subject to any Company Employee Plan, and to permit such holders of Shares to tender Shares in the Offer.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that Concurrently with commencement of the Offer Offer, the Company shall file with the SEC and the Merger are fair mail to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-914D- ------------ 9"). (b) The Company hereby represents and warrants that (i) a special committee of two independent directors of the Company Board (the "Special Committee") containing such recommendation with has ----------------- recommended that the SEC (Company Board approve the Offer and the information Merger, and approve and authorize this Agreement, the Rollover Agreement and the other transactions contemplated hereby, and (ii) the Company Board, at a meeting duly called and held, has, based on the recommendation of the Special Committee described in the preceding clause (i), duly adopted resolutions: (A) approving the Offer and the Merger and approving and adopting this Agreement and the Rollover Agreement, (B) 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 the Company's stockholders, and (C) recommending that the Company's stockholders accept the Offer and, if approval is required by Section 14(f) applicable law, approve the Merger and approve and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the Exchange Act if Parent recommendation of the Company Board and the recommendation of the Special Committee described in the first sentence of this Section 1.02(b). The Company shall have furnished such provide for inclusion in the Offer Documents any information reasonably requested by Purchaser, and to the extent requested by Purchaser, the Company shall cooperate in the preparation of the Offer Documents. The Company further represents and warrants that the Special Committee has been duly authorized and constituted, and at a timely manner) meeting thereof duly called, determined that this Agreement, the Merger and the Offer are fair to mail such Schedule 14D-9 to and in the best interests of the stockholders of the Company; providedCompany (other than the Purchaser and its stockholders). (c) The Company hereby further represents and warrants that Lazard Freres & Co., that LLC (the "Financial Advisor") has delivered to the Company Board its ----------------- written opinion that, as of the date hereof, the Share Offer Price to be received by the holders of the Common Shares pursuant to each of the Offer and the Merger (other than Purchaser or the stockholders of Purchaser) is fair to such recommendation may be withdrawnholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.02(a). --------------- (d) To the extent practicable, modified the Company shall cooperate with Purchaser in mailing or amended by otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's Board of Directors only stockholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the extent permitted by Section 7.3(b)filing thereof with the SEC. Such The Company shall use its reasonable good faith efforts to ensure that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws. On the date 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 fact or omit to state any material fact required to be filed on stated therein or necessary in order to make the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each statements therein, in light of the Companycircumstances under which they were made, Parentnot misleading, except that no representation is made by the Company with respect to information supplied by Purchaser for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and Purchaser agrees to notify the Company promptly to correct as to, any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEClaws. The Company agrees to provide 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 thereofof such comments. The Company agrees to use its reasonable best efforts, after consultation with Purchaser, to respond promptly to all such comments of and requests by the SEC. (e) In connection with the Offer, the Company will, at its sole cost and expense, if reasonably requested by Purchaser, promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of Common Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including, but not limited to, updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and any other assistance as Purchaser or its agents or representatives may reasonably request in connection with communicating the Offer and the Merger to the record and beneficial holders of the Common Shares.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Novartis a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares of Company Common Stock from a financial point Stock, as promptly as practicable on the date of view. The Company hereby agrees to file the filing by Novartis and Merger Sub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing reflecting the recommendation of the Company’s Board of Directors and the Special Committee that holders of Public Shares tender their shares of Company Common Stock into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company’s Board of Directors and the Special Committee, at a meeting duly called at which a quorum was present throughout, have (i) determined by unanimous vote of all its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the Company and its stockholders other than Santo, (ii) approved the Santo Purchase, the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law (“DGCL”), (iii) recommended acceptance and approval of the Offer and adoption of this Agreement by the Company’s stockholders, and (iv) taken all other action within the Board of Directors’ and the Special Committee’s power to render Section 203 of the DGCL, if applicable, inapplicable to the Santo Purchase, the Offer and the Merger, provided, however, that Novartis and Merger Sub agree that such recommendation recommendations may be modified or withdrawn after the date hereof if, but only if, after consultation with its outside counsel, the Special Committee determines that doing so is required in the proper exercise of its fiduciary duties. The Company further represents that, prior to the execution hereof, Xxxxxxx Xxxxx & Co. (“Xxxxxxx Xxxxx”) has delivered to the Special Committee its written opinion that, as of the date of this Agreement, the consideration to be received by the holders of Public Shares pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Special Committee described in this Section 1.2(a). (b) The Company represents that the Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal and state securities laws and, on the date filed with the SEC (and on the information date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required by Section 14(f) to be stated therein or necessary in order to make the statements made therein, in light of the Exchange Act if Parent shall have furnished such information to circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Novartis or Merger Sub in a timely manner) and to mail such writing for inclusion in the Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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 Documents14D-9. Each of the Company, Parenton the one hand, and Purchaser Novartis and Merger Sub, 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 it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the holders of shares of Company Common StockCompany, in each case, as and to the extent required by applicable federal securities Lawslaws. The Company agrees shall provide to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser Novartis 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 receipt of such comments. (c) In connection with the receipt thereofOffer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Novartis, Merger Sub and their Affiliates, associates, agents and advisors shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will destroy all copies of such information then in their possession, provided, that Novartis, Merger Sub and their Affiliates, associates, agents and advisors may keep one copy of such information in the office of their general counsel solely for the purpose of preserving the record of the materials received and using the same to defend against any claims or actions threatened or instituted involving such information. Novartis, Merger Sub and their Affiliates, associates, agents and advisors may retain all analyses, compilations, studies or other documents or records prepared by them, which contain or otherwise reflect or are generated from such information.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its Board of Directors (Offer. The Company Board, at a meeting duly called and held) , has unanimously by a vote of all the directors, (ai) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger Merger, are fair to the stockholders of the Company fair, advisable and are in the best interests of the stockholders of the CompanyCompany and its shareholders, (bii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Offer, the Merger Offer and the Stockholders AgreementMerger, including for purposes of Section 203 in accordance with the requirements of the GCLFBCA, and (ciii) resolved to recommend acceptance that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and approval and adoption of and, if required by applicable Laws, approve this Agreement and the Merger by (such unanimous recommendation, the stockholders “Company Board Recommendation”), and (iv) taken all other actions necessary to exempt the Offer, the Support Agreements and, to the extent required, this Agreement and the transactions contemplated hereby, from any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination,” “affiliated transaction” or other similar Legal Requirement, including Sections 607.0901 and 607.0902 of the FBCA. Subject to Section 5.3, the Company consents to the inclusion of the Company which approval constitutes approval of each Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Sub of the transactions contemplated by this Agreement for purposes Schedule TO, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the applicable provisions of the GCL. The Financial Advisor has delivered Offer to the Board of Directors of the Company its opinion that the consideration Purchase and related documents) disseminate to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing such recommendation with that shall reflect the SEC (terms and conditions of this Agreement and the information required by Section 14(f1.3(c) and, subject only to Section 5.3, shall include the Company Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Company in connection with any action contemplated by this Section 1.2(b). The Company shall cause the Schedule 14D-9 and the filings and dissemination thereof to comply in all material respects with the Exchange Act and with all applicable Legal Requirements. To the extent required by the applicable requirements of the Exchange Act if Parent shall have furnished such information to or by other Legal Requirements: (i) each of Parent, Merger Sub and the Company in a timely manner) and shall use commercially reasonable efforts to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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, and Purchaser agrees promptly to correct any information provided by it or on its behalf for use in the Schedule 14D-9 if and to the extent that it such information shall be or shall have become false or misleading in any material respect, and (ii) the Company further agrees to shall take all steps reasonably necessary to cause the Schedule 14D-9 14D-9, as so corrected supplemented or amended to correct such information, to be filed with the SEC and and, to the extent required by applicable Legal Requirements, to be disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser Parent and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments or supplements thereto) prior to the Company's filing of the Schedule 14D-9 thereof with the SEC. The Company agrees to shall promptly provide Purchaser Parent and its legal counsel in writing with a copy of any written comments and a description of any oral comments received by the Company or its legal counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 14D-9, and the Company shall respond promptly after to such comments. (c) The Company shall promptly provide to Parent: (i) a list of the receipt thereofCompany’s shareholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and (ii) such additional information (including updated lists of shareholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger.

Company Actions. (a) The Company hereby consents to the transfer of the Rights by the Holders thereof to the Purchaser pursuant to the Purchaser's Offer and represents and warrants that its Board of Directors (at a meeting duly called and heldi) has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, 's board of directors has adopted resolutions (bA) approved this Agreement, the Offer, the Merger approving and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of adopting this Agreement and the Merger transactions contemplated hereby, (B) authorizing the granting by the stockholders Company of a waiver of the transfer restrictions contained in Section 1.2(c) of the Merger Agreement with respect to the transfer of the Rights by the Holders to the Purchaser, (C) approving the exchange of the Shares for the Rights on the terms and subject to the conditions set forth in this Agreement, and (D) approving the issuance of a Warrant or Warrants to purchase shares of Common Stock to the Purchaser. The Company which approval constitutes approval hereby consents to the inclusion in the Purchaser's Offer documents of each the information supplied by the Company for use in the Offer to Purchase. (b) The Company further represents that it received a verbal assurance from the SEC in response to a letter of inquiry from the Company dated April 29, 1998, (the "SEC Letter") confirming that the transactions contemplated by the SEC Letter and this Agreement for purposes of are not subject to the applicable provisions of Rules 13-e and 14-d under the GCL. Exchange Act (as defined in Section 5.4 below). (c) The Financial Advisor has delivered Company shall deliver to the Board of Directors Holders a letter in substantially the form attached hereto as Exhibit B discharging the obligation of the Company its opinion that the consideration (if any) pursuant to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of Rule 14e-2 under the Exchange Act if Parent shall have furnished such information to make a disclosure statement to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff Holders with respect to the Purchaser's Offer. (d) In connection with the Purchaser's Offer, the Company will promptly furnish the Purchaser with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the Holders as of a recent date (to be set forth on Schedule 14D-9 promptly after 2) and shall furnish -------- - the receipt thereofPurchaser with such information and assistance as the Purchaser or its agents or representatives may reasonably request in communicating the Purchaser's Offer to the Holders. The Purchaser shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Purchaser's Offer and the Rights Exchange (as defined below in Section 3.1), and, if this Agreement is terminated in accordance with Section 14, will deliver to the Company all copies of such information in the possession of the Purchaser.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its the Board of Directors (Directors, at a meeting duly called and held, has (i) has unanimously (a) determined that approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions"), (ii) adopted a resolution by the unanimous vote of the Board of Directors approving the acquisition of Shares by Parent and Newco pursuant to the Offer, which resolution constitutes approval of the acquisition of Shares pursuant to the Offer under Section 3-603 of the Maryland General Corporation Law (the "MGCL"); (iii) adopted a resolution by the unanimous vote of the Board of Directors which declares that the Transactions are advisable on substantially the terms and conditions set forth or referred to in the resolution in accordance with Section 3-105 of the MGCL; (iv) unanimously determined that as of the date hereof the Transactions are fair to and in the stockholders best interest of the Company's shareholders and (v) unanimously resolved to recommend that the shareholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, accept the Offer, the Merger tender their Shares thereunder to Newco and the Stockholders Agreement, including for purposes of Section 203 of the GCL, approve and (c) resolved to recommend acceptance of the Offer and approval and adoption of adopt this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; provided, that such recommendation may be withdrawn, modified or amended by if, in the opinion of the Board of Directors, after consultation with its legal counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's Board shareholders under applicable law. The Company represents that it has previously approved an amendment to the Company's By-laws that exempts the acquisition of Directors only Shares pursuant to the Transactions from the provisions of Section 3-702 of the MGCL. The Company has been advised that all of its directors and executive officers intend either to tender their Shares pursuant to the Offer or to vote their Shares in favor of the Merger. (b) As promptly as practicable following the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") which shall, subject to the fiduciary duties of the Company's directors under applicable law and to the provisions of this Agreement, contain the recommendation referred to in clause (v) of 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 shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Newco for inclusion in the Schedule 14D-9. The information supplied by Parent or Newco for inclusion in the Schedule 14D-9 shall not, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent permitted required by Section 7.3(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 Documentsapplicable federal securities laws. Each of the Company, Parenton the one hand, and Purchaser Parent and Newco, 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 it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on the initial Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide Purchaser Parent, Newco and its their counsel in writing with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofof such comments or other communications. (c) In connection with the Offer, if requested by Parent, the Company will promptly furnish or cause to be furnished to Parent mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the shareholders of the Company. Except for such steps as are necessary to disseminate the Offer Documents, Parent and Newco shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer, and, if this Agreement is terminated, will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its the Board of Directors (of the Company, at a meeting duly called and held) has held on June 15, 1997, unanimously (a) determined that the Offer adopted resolutions approving this Agreement and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Companytransactions contemplated hereby, (b) approved this Agreementincluding, the Offer, the Merger and the Stockholders Voting Agreement, including for purposes of Section 203 of determining that the GCL, and (c) resolved to recommend acceptance terms of the Offer and approval and adoption of this Agreement and the Merger by are fair to, and in the best interests of, the Company's stockholders of and recommending that the Company which approval constitutes approval of each of Company's stockholders accept the transactions contemplated by Offer and tender their shares pursuant to the Offer and approve and adopt this Agreement for purposes of the applicable provisions of the GCLAgreement. The Financial Advisor Company further represents that Smith Barney Inc. ("Smith Barney") has delivered to the Board of Directors Direxxxxx xx xxx Company xxx xxxxxxx to the effect that, as of the Company its opinion that date hereof, the consideration to be received by the holders of shares of Company Common Stock (other than Parent and its affiliates) in the Offer and the Merger is fair to the such holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a). The Company has been advised by each of its directors and by each executive officer who as of the date hereof is aware of the transactions contemplated hereby, that such person intends to tender pursuant to the offer all Common Stock owned, of record or beneficially, by such person which such person may sell without liability under Section 16(b) of the Exchange Act. (b) Promptly following the filing of the Offer Documents with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing such the recommendation with the SEC (and the information required by described in Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner1.2(a) and to shall mail such the Schedule 14D-9 to the stockholders of the Company; provided, provided that the Company shall not be required to include such recommendation may be withdrawn, modified in the Schedule 14D-9 if the Company receives an Acquisition Proposal (as defined in Section 6.4) from any person or amended by group (i) that the Board of Directors of the Company determines in its good faith judgment is more favorable to the Company's stockholders than the Offer and the Merger and (ii) as a result of which, the Board determines in good faith, after consultation with outside counsel, that it would constitute a breach of Directors only the Board's fiduciary duty under applicable law to the extent permitted by Section 7.3(b)so include such recommendation. Such The Schedule 14D-9 shall be filed 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 same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 Merger Sub in writing for inclusion in the Schedule 14D-9. Each of the Company, Parent, Parent and Purchaser Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of shares of Company Common StockCompany's stockholders, in each case, case as and to the extent required by applicable federal Federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser the 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 upon the receipt thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as the 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 Merger Sub 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 to the Company all copies (in all forms) 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 its the Company's Board of Directors and a special committee of the Company's Board of Directors formed in accordance with Section 302A.673 of the MBCA (the "Special Committee"), each at a meeting duly called and held) has unanimously , have (ai) determined that the terms of the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bii) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated hereby, including the Offer and the Merger by the stockholders and each of the Company which approval constitutes approval Noncompetition Agreements, and such approvals are (x) sufficient to render Sections 302A.671, 302A.673 and 302A.675 of each of the MBCA inapplicable to this Agreement and the transactions contemplated by this Agreement for purposes and (y) in accordance with Section 302A.255 of the applicable provisions of MBCA, and (iii) resolved to recommend that the GCL. The Financial Advisor has delivered to the Board of Directors stockholders of the Company its opinion that accept the consideration Offer, tender their Shares to be received by the holders of shares of Company Common Stock in the Offer Merger Sub thereunder and approve and adopt this Agreement and the Merger is fair to the holders of shares of Company Common Stock from a financial point of viewMerger. The Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation of the Board and the approval of the Special Committee described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Company's Board or the disclosure regarding the approval of the Special Committee or any component thereof to be modified in any manner adverse to Purchaser or Merger Sub or to be withdrawn by the Company's Board or the Special Committee, except as provided in Section 4.8(b) hereof. (b) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule 14D-9") containing such which shall contain the recommendation with the SEC referred to in clause (and the information required by Section 14(fiii) of Section 1.2(a) hereof. The Company further agrees to take all steps necessary to cause 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 be disseminated to holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares as and to the extent permitted required by Section 7.3(b)applicable federal securities laws. Such Schedule 14D-9 shall be filed The Company, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each of the Company, Parentone hand, and each of Purchaser agrees and Merger Sub, on the other hand, will promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 14D- 9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide Purchaser Purchaser, Merger Sub and its their counsel in writing 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 thereofof such comments and to consult with Purchaser, Merger Sub and their counsel prior to responding to any such comments. (c) The Company shall promptly furnish Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Merger Sub with such additional information, including, without limitation, updated listings and computer files of holders of Shares, mailing labels and security position listings, and such other assistance as Purchaser, Merger Sub or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, as promptly as practicable on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, 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 by unanimous vote of all of its directors in attendance that each of the transactions contemplated hereby, including each of the Offer and the Merger, 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 SEC 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 Section 203 of the GCL and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Rights inapplicable to the Company in a timely manner) Offer and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to result in a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, McDonald Investments Inc. Company ("McDonald"), has delivered to the Company Board its written opinion that, as of February 15, 2000, the consideration to be received by the holders of Common Shares (other than Parent or any of its affiliates) pursuant to the Offer and the Merger is fair to the Company's Board stockholders from a financial point of Directors only view. The Company hereby consents to the extent permitted by inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 7.3(b1.2(a). Such . (b) The Company represents that the Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities laws and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its (i) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in accordance with this Agreement and the transactions contemplated hereby have been consented to by the Company Board in accordance with the terms and provisions of Directors the Confidentiality Agreement, dated February 9, 2005 between an Affiliate (as defined in Section 9.10(a)) of Parent and the Company, as amended on November 6, 2006 to, among other things, add Parent as a party (the "Confidentiality Agreement"), (ii) the Company Board (at a meeting or meetings duly called and held) has unanimously (aA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to the stockholders of the Company to, and are in the best interests of of, the stockholders of the Company, (bB) approved this Agreement, the Offer, the Merger Agreement and the Stockholders Agreement, including for purposes of Section 203 of the GCLtransactions contemplated hereby, and (cC) approved and declared advisable the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and directed that such agreement of merger be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09) and resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each Company, (D) irrevocably taken all necessary steps to render Section 203 of the transactions contemplated by Corporation Law and the Rights inapplicable to Parent and Purchaser and to the Merger, this Agreement for purposes and the acquisition of Shares pursuant to the Offer (other than actions to be taken by the Rights Agent (which actions the Company shall cause the Rights Agent to irrevocably take as soon as practicable (but no later than three Business Days) following the date hereof)) and (E) irrevocably resolved to elect, to the extent permitted by law, not to be subject to any other "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (collectively, "Takeover Laws") of any jurisdiction that may purport to be applicable to this Agreement and (iii) KeyBanc Capital Markets (the "Company Financial Advisor"), the Company's financial advisor, has delivered its opinion to the Company Board to the effect that, as of the applicable provisions of the GCL. The Financial Advisor has delivered date thereof and based upon and subject to the Board of Directors of the Company its opinion that matters set forth therein, the consideration to be received by the holders of shares of Company Common Stock paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock Company's stockholders is fair, from a financial point of view, to such stockholders. The As soon as practicable after the date hereof, an executed copy of the written opinion of the Company hereby agrees Financial Advisor will be delivered to Parent. (b) On the date the Offer Documents are filed, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule 14D-9") containing containing, subject to Section 6.02(e), the recommendations of the Company Board described in Section 1.02(a) and subject to Section 6.02(e), the Company, hereby consents to the inclusion of such recommendation recommendations in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have Offer Documents mailed or furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only stockholders. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees (i) to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the extent permitted by Section 7.3(b). Such Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed promptly upon receipt thereof and mailed together prior to responding thereto and (ii) to provide Parent and Purchaser with the Offer Documentsany comments or responses thereto. Each of the Company, Parent, Purchaser and Purchaser the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoflaw.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its the Board of Directors (Directors, at a meeting duly called and held, has (i) has unanimously (a) determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bii) unanimously approved this Agreementthe Stock Sale Agree ment, the Offer, the Merger acquisition of Shares pursuant to the Offer and the Stockholders Agreement, including Merger for purposes of Section 203 of the GCLDGCL (the "Section 203 Approval"), (iii) received the opinions of Salomon Smith Barney and (c) resolved NationsBanc Montgom ery Securities, financixx xxxxxxxx xo xxx Xompany, to recommend acceptance of the effect that the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration Price to be received by the holders of shares of Company Common Stock in Shares pursuant to the Offer and the Merger is fair to the holders stockholders of shares of the Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 , (together with any amendments or supplements theretoiv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Schedule 14D-9Transactions") containing such recommendation with the SEC and (and the information required by Section 14(fv) of the Exchange Act if Parent shall have furnished such information resolved to the Company in a timely manner) and to mail such Schedule 14D-9 to recommend that the stockholders of the Company; providedCompany accept the Offer, that such recommendation may be withdrawn, modified or amended tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company's Board ) of Directors only the Transactions contemplated hereby that each such Person either intends to tender pursuant to the extent permitted Offer all Shares owned by Section 7.3(b)such Person or vote all Shares owned by such Person in favor of the Merger. (b) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all holders of record of the Shares as of a recent date, and shall furnish the Pur chaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Such Schedule 14D-9 Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Purchaser and its affiliates and associates shall be filed on hold in confidence the same date as Purchaser's Schedule 14D-1 is filed information contained in any such labels, listings and mailed together files, will use such information only in connection with the Offer Documents. Each of and the CompanyMerger, Parentand, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and this Agreement shall be terminated, will deliver to the extent that it shall have become false or misleading Company all copies of such information in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoftheir posses sion.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its (i) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in accordance with this Agreement and the transactions contemplated hereby have been consented to by the Company Board in accordance with the terms and provisions of Directors the Confidentiality Agreement, dated February 9, 2005 between an Affiliate (as defined in Section 9.10(a)) of Parent and the Company, as amended on November 6, 2006 to, among other things, add Parent as a party (the “Confidentiality Agreement”), (ii) the Company Board (at a meeting or meetings duly called and held) has unanimously (aA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to the stockholders of the Company to, and are in the best interests of of, the stockholders of the Company, (bB) approved this Agreement, the Offer, the Merger Agreement and the Stockholders Agreement, including for purposes of Section 203 of the GCLtransactions contemplated hereby, and (cC) approved and declared advisable the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and directed that such agreement of merger be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09) and resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each Company, (D) irrevocably taken all necessary steps to render Section 203 of the transactions contemplated by Corporation Law and the Rights inapplicable to Parent and Purchaser and to the Merger, this Agreement for purposes and the acquisition of Shares pursuant to the Offer (other than actions to be taken by the Rights Agent (which actions the Company shall cause the Rights Agent to irrevocably take as soon as practicable (but no later than three Business Days) following the date hereof)) and (E) irrevocably resolved to elect, to the extent permitted by law, not to be subject to any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement and (iii) KeyBanc Capital Markets (the “Company Financial Advisor”), the Company’s financial advisor, has delivered its opinion to the Company Board to the effect that, as of the applicable provisions of the GCL. The Financial Advisor has delivered date thereof and based upon and subject to the Board of Directors of the Company its opinion that matters set forth therein, the consideration to be received by the holders of shares of Company Common Stock paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock Company’s stockholders is fair, from a financial point of view, to such stockholders. The As soon as practicable after the date hereof, an executed copy of the written opinion of the Company hereby agrees Financial Advisor will be delivered to Parent. (b) On the date the Offer Documents are filed, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "“Schedule 14D-9"”) containing such recommendation with containing, subject to Section 6.02(e), the SEC (and the information required by Section 14(f) recommendations of the Exchange Act if Parent shall have furnished such information Company Board described in Section 1.02(a) and subject to Section 6.02(e), the Company, hereby consents to the Company inclusion of such recommendations in a timely manner) the Offer Documents and to mail such the inclusion of a copy of the Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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 Documents mailed or furnished to the Company, ’s stockholders. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees (i) to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof and prior to responding thereto and (ii) to provide Parent and Purchaser with any comments or responses thereto. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoflaw.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares of Company Common Stock from a financial point Shares, as promptly as practicable on the date of view. The Company hereby agrees to file the filing by Parent and the Purchaser Sub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing such reflecting the recommendation with of the SEC (Company Board of Directors that holders of Company Common Shares tender their Company Common Shares pursuant to the Offer and shall disseminate the Schedule 14D-9 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 Offer Documents to the stockholders of the Company as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board of Directors, 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 tender their shares into the Offer and adoption of this Agreement by the Company’s stockholders if such adoption is required by applicable Law (the “Company Recommendations”), and (iv) taken all other action necessary to exempt Parent and its Affiliates from any provision contained in the Company Charter or Company Bylaws imposing ownership limits on Company Common Shares or causing Company Common Shares to be “Excess Stock”, including the provisions of Article XII of the Company Charter, with respect to the formation of Parent and the stock ownership of the owners of Parent, the acquisition of Shares pursuant to the Offer or at any time before or after the purchase of Company Common Shares in the Offer, the Merger, and the Partnership Merger, in each case assuming the accuracy of the representations in Section 4.7(b) and in each case to the extent consistent with the Company’s continued qualification as a REIT under the Code and as a “domestically-controlled” REIT under the Code; provided, however, that such recommendation the Company Recommendations may be withdrawn, modified or amended by in a manner adverse to Parent or the Company's Board other Purchaser Parties (a “Change in Recommendation”) only prior to the acceptance for payment of Directors Company Common Shares pursuant to the Offer and in any case only to the extent permitted by Section 7.3(b5.2(c) (and then only after compliance with Section 5.4). Such Schedule 14D-9 The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendations (provided, that if there has been a Change in Recommendation, such change shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with reflected in the Offer DocumentsDocuments or amendments thereto). Each of the Company, Parent, and Purchaser The Company agrees reasonably promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respectrespect (and Parent, and with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company further agrees of any required corrections of such information and cooperate with the Company with respect to take all steps correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and Company’s stockholders to the extent required by applicable federal Federal securities Lawslaws. The Company agrees to give Purchaser shall provide Parent (in writing, if written), and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 consult with the SEC. The Company agrees to provide Purchaser and its counsel in writing with Parent regarding, 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 receipt of such comments. (b) In connection with the receipt thereofOffer, the Company will promptly furnish Parent with mailing 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 the most recent practicable date and shall furnish Parent with such additional available information (including updated lists of holders of Company Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Parent or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial stockholders. Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser Sub and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its (i) the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, has (A) has unanimously (a) determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.04) are advisable and are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bB) unanimously approved and adopted this AgreementAgreement and the transactions contemplated hereby, including the Offer, the Merger acquisition of Shares pursuant to the Offer, the Stockholders Agreement and the Stockholders AgreementStock Option Agreement and the transactions contemplated thereby and the Merger (collectively, including for purposes of Section 203 of the GCL"Transactions"), and (cC) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by that the stockholders of the Company which approval constitutes approval of each of accept the transactions contemplated by Offer, approve the Merger and approve and adopt this Agreement for purposes of the applicable provisions of the GCLAgreement, and (ii) Goldxxx, Xxchx & Xo. The Financial Advisor has delivered to the Company Board of Directors of the Company its an oral opinion which will be confirmed promptly in writing that the consideration to be received by the holders of shares Shares pursuant to each of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock Shares from a financial point of view. Subject to the provisions of Section 5.02, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in the immediately preceding sentence. The Company hereby agrees has been advised by each of its directors and by each executive officer of the Company who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions that each such person either intends to tender pursuant to the Offer all Shares owned by such person or vote all Shares owned by such person in favor of the Merger. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing such which shall, subject to the provisions of Section 5.02, contain the recommendation referred to in Section 1.02(a)(i)(C) 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 information date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required by Section 14(f) to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act if circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent shall have furnished such information 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 a timely manner) writing by Parent and Purchaser for inclusion in the Schedule 14D-9 will not contain any untrue statement of material fact or omit to mail 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 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 stockholders SEC and to be disseminated to holders of the Company; providedShares, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only in each case as and to the extent permitted required by Section 7.3(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 Documentsapplicable federal securities laws. Each of the Company, Parenton the one hand, and Purchaser Parent and 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 it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its outside counsel a reasonable shall be given the opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to will provide Parent, Purchaser and its their outside counsel in writing 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 thereofof such comments. (c) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all record holders of the Shares as of a recent date, and shall furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as Purchaser or its agents may reasonably request in connection with the Offer, including for communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to consummate the Offer and subject to the requirements of applicable law, Parent and Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or representatives.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule SCHEDULE 14D-9") containing such reflecting the recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents that the Company Board, at a meeting duly called and held, has (i) determined by unanimous vote of its directors that the Offer and the Merger are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved the Offer and adopted this Agreement in accordance with the SEC GCL, (iii) resolved to recommend acceptance of the Offer and approval of this Agreement by the Company's stockholders, and (iv) taken all action necessary to render Section 203 of the GCL and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Rights inapplicable to the Company in a timely manner) Offer and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; providedPROVIDED, HOWEVER, that such recommendation and approval may be withdrawn, modified or amended by to the extent that the Company Board determines in good faith and on a reasonable basis, after consultation with its outside counsel, that such action is required in the exercise of the Company Board's fiduciary duties under applicable law. The Company further represents that, prior to the execution hereof, Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc., the Company's Board of Directors only financial advisor (the "FINANCIAL ADVISOR"), has delivered to the extent permitted Company Board its written opinion (the "FAIRNESS OPINION"), to the effect that, as of the date of this Agreement, the 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 the Financial Advisor to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 7.3(b1.2(a). Such . (b) The Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities laws, and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing containing the names and addresses of the record holders of Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger, and, if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Shares, on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has unanimously (i) determined that this Agreement and each of the transactions contemplated hereby, including each of the Offer and the Merger, is advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Offer and the Merger and adopted this Agreement in accordance with the SEC GCL, (and the information required by Section 14(fiii) of the Exchange Act if Parent shall have furnished such information resolved to the Company in a timely manner) and to mail such Schedule 14D-9 to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares pursuant to the Offer and approve the Merger (if such approval is required by applicable Law), (iv) taken all other action necessary to render the restrictions on "business combinations" under Section 203 of the GCL inapplicable to the Offer and the Merger, and (v) taken all other action necessary to render the Rights inapplicable to the Offer and the Merger; provided, that such recommendation and approval may be withdrawn, modified or amended by only after the Company Board has made the determinations described in Section 6.9(a)(i) and (ii). The Company further represents that, as of the date of this Agreement, X.X. Xxxxx ("Financial Advisor"), the Company's Board of Directors only financial advisor, has delivered to the extent permitted Company Board its oral or written opinion that, as of the date of this Agreement, the consideration to be received by the holders of Shares (other than Parent or any of its subsidiaries) pursuant to the Offer and the Merger is fair to the Company's stockholders from a financial point of view. The Financial Advisor has consented to the inclusion of a written copy of the foregoing fairness opinion in the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 7.3(b1.2(a). Such . (b) The Company represents that the Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities Laws and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Law. (c) In connection with the Offer, the Company agrees to give will promptly (and in any event within three business days after the date hereof) furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their subsidiaries, affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (i) the making of any offer and proposal and the taking of any other action by Parent or Purchaser pursuant to this Agreement, the Stockholder Tender Agreement and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Stockholder Agreement, dated as of June 15, 2000, between Parent and the Company (the "EXISTING STOCKHOLDER AGREEMENT"), (ii) its Board of Directors (at a meeting or meetings duly called and heldheld prior to the date hereof) has unanimously (aA) determined that the Offer and the Merger (as hereinafter defined) are advisable and fair to and in the best interests of, the stockholders of the Company and are in the best interests (other than Parent or any of the stockholders of the Companyits wholly owned Subsidiaries), (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (cB) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each Company, provided, however, that such recommendation may be withdrawn, modified or amended as provided in Section 6.02, (C) irrevocably taken all necessary steps to render Section 203 of the transactions contemplated DGCL inapplicable to Parent and Purchaser with respect to the Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Offer and (D) irrevocably resolved to elect, to the extent permitted by law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (collectively, "TAKEOVER LAWS") of any jurisdiction that may purport to be applicable to this Agreement for purposes or the Stockholder Tender Agreement and (iii) U.S. Bancorp Xxxxx Xxxxxxx Inc., one of the applicable provisions of Company's independent financial advisors, has advised the GCL. The Financial Advisor has delivered to the Company's Board of Directors of the Company that, in its opinion that opinion, the consideration to be received by the holders of shares of Company Common Stock paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock Company's stockholders is fair, from a financial point of view. The , to such stockholders (other than Parent or any of its wholly owned Subsidiaries). (b) Upon commencement of the Offer, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the recommendations of its Board of Directors described in Section 1.02(a) and hereby consents to the inclusion of such recommendation recommendations in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have Offer Documents mailed or furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only stockholders. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the extent permitted by Section 7.3(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 Documentspromptly upon receipt thereof. Each of the Company, Parent, Purchaser and Purchaser the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, respect and the Company further agrees agree to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoflaw.

Company Actions. (a) The Company hereby approves of and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The Company represents and warrants that its Board the board of Directors directors of the Company (the “Company Board”), at a meeting duly called and held, has duly and unanimously adopted resolutions (A) has unanimously (a) determined declaring that this Agreement and the Transactions, including the Offer and the Merger Merger, are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company’s stockholders, (bB) approved approving and declaring advisable this AgreementAgreement and the Transactions, including the Offer, Offer and the Merger and (such approval having been made in accordance with the Stockholders AgreementDGCL, including for purposes of Section 203 of the GCLthereof), and (cC) resolved subject to recommend acceptance the terms of Section 6.8 hereof, recommending that the Company’s stockholders accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, to the extent required by applicable Law, adopt this Agreement (such recommendation, the “Board Recommendation”). The Company hereby consents to the inclusion of the Board Recommendation in the Offer Documents unless prior to the commencement of the Offer the Company effects, or there shall occur, a Company Adverse Recommendation Change. Further, the Company represents and approval warrants that it has been informed that all directors and adoption of this Agreement and the Merger by the stockholders executive officers of the Company which approval constitutes approval intend to tender all of each of the transactions contemplated by this Agreement their respective Shares (except for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of unvested shares of Company Common Restricted Stock that may not be transferred pursuant to their terms until vested), if they hold any, in the Offer and that the Offer Documents may so state. (b) Promptly following the filing of the Schedule TO by Merger is fair Sub (and on the date of commencement of the Offer to the holders of shares of extent practicable), the Company Common Stock from a financial point of view. The Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments such Schedule 14D-9, as amended or supplements theretosupplemented from time to time, the "“Schedule 14D-9"”) containing such recommendation with describing the SEC (and the information required by recommendations referred to in Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner1.2(a) and to shall mail such the Schedule 14D-9 to the stockholders holders of Shares. Parent and Merger Sub shall promptly provide the Company; provided, Company with all information concerning Parent and Merger Sub that such recommendation may is required by applicable federal securities laws to be withdrawn, modified or amended by included in the Company's Board of Directors only to the extent permitted by Section 7.3(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 Documents14D-9. Each of the Company, Parent, Parent and Purchaser agrees Merger Sub shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent necessary such that it shall have become false the Schedule 14D-9 does not contain any untrue statement of a material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, and in light of the circumstances under which they are made, not misleading. The Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities LawsLaw. The Company agrees to give Purchaser shall afford Parent and its counsel a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior before it is filed with the SEC and disseminated to holders of Shares, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. In addition, unless there has been any Company Adverse Recommendation Change (subject in all cases to the Company's filing terms of Section 6.8), the Schedule 14D-9 with the SEC. The Company agrees to shall (i) provide Purchaser Parent and its counsel in writing with copies of any written comments (and a reasonably detailed description of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofof such comments, (ii) consult with Parent and its counsel prior to responding to any such comments, (iii) provide Parent and its counsel a reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment to the Offer Documents prior to the filing thereof with the SEC and (iv) provide Parent and its counsel with copies of all such responses. (c) In connection with the Offer, the Company shall instruct its transfer agent 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 regarding the beneficial owners of Shares, and shall furnish to Merger 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 holders of Shares. Subject to the requirements of applicable Law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Parent and Merger Sub shall promptly deliver and cause their Representatives to deliver to the Company (and delete electronic copies of) all copies, summaries and extracts of such information then in their possession or control.

Company Actions. (a) The Company hereby consents to represents, that the Offer and represents that its Board Company’s board of Directors (directors, at a meeting duly called and held) held at which a quorum was present throughout, has unanimously (ai) determined and declared that this Agreement and each of the Offer and the Merger are advisable, fair to the stockholders of the Company and are in the best interests of the stockholders of the CompanyCompany and its shareholders, (bii) approved this Agreement and the transactions contemplated by this Agreement, including the Offer, the Merger and the Stockholders AgreementPlan of Merger, including for purposes in all respects in accordance with the MBCA, (iii) recommended that the Company Shareholders accept the Offer, tender their Shares into the Offer and, to the extent required by applicable Law, adopt this Agreement and the Plan of Section 203 of Merger (the GCL“Company Recommendations”), and (civ) resolved taken all action necessary to recommend acceptance render Sections 302A.671 and 302A.673 of the MBCA inapplicable to each of the Offer and approval the Merger, provided, however, that the Company’s board of directors may withdraw, modify or amend the Company Recommendations in a manner adverse to Purchaser and adoption Parent only prior to the Acceptance Date and, in any case, only in accordance with Section 6.02(e) of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCLAgreement. The Financial Advisor has delivered to Company shall file with the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer SEC and the Merger is fair mail to the holders of shares Shares, on the date of Company Common Stock from a financial point the filing by Parent and Purchaser of view. The Company hereby agrees to file the Offer Documents with the SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9") containing such recommendation with ”). Subject to Section 6.02(e), the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to Schedule 14D-9 will set forth the Company in a timely manner) and to mail such Schedule 14D-9 to Recommendations. To the stockholders of extent the Company; provided, that such recommendation may be Company Recommendations have not been withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(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 Companyamended, Parent, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel shall afford Parent a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of time the Schedule 14D-9 is filed with the SEC and mailed to the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendations to the extent such Company Recommendations are not withheld or withdrawn in accordance with and subject to Section 6.02(e). To the extent the Company Recommendations have been withdrawn, amended or modified in accordance with and subject to Section 6.02(e), the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Documents. (b) The Company shall cause the Schedule 14D-9, the Information Statement and, if a Proxy Statement is required in connection with the Merger, the Proxy Statement to (i) comply in all material respects with the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company Shareholders and, in the case of the Proxy Statement, on the date of the Special Meeting, (ii) 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 covenant is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement and (iii) include the opinion of the Company’s Financial Advisor referred to in Section 4.22. The Company shall cause the information relating to the Company and its subsidiaries supplied by the Company specifically for inclusion in the Offer Documents, including any amendments or supplements thereto, at the respective times the Offer Documents or any amendments or supplements thereto are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) If at any time prior to the Effective Time, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Purchaser which should be set forth in an amendment or supplement to the Schedule 14D-9, so that 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 are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Company Shareholders, as and to the extent required by applicable Law or any applicable rule or regulation of any stock exchange. The To the extent the Company Recommendations have not been withdrawn, modified or amended, the Company agrees to provide Parent and Purchaser and its counsel in writing with (i) any comments the Company or its counsel other communications, whether written or oral, that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). (d) In connection with the receipt thereofOffer, the Company will cause its transfer agent to promptly furnish Purchaser with mailing 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 Shares and lists of security positions of Company Common Stock held in stock depositories as of the most recent practicable date and shall furnish Purchaser with such additional available information (including updated lists of holders of Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Purchaser or its agents may reasonably request in communicating the Offer to the Company’s record and beneficial shareholders. Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Purchaser and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby consents to represents and warrants that the Offer and represents that its Company's Board of Directors (Directors, at a meeting duly called and held) , has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bi) approved this Agreement, the Offer, the Merger Agreement and the Stockholders AgreementTransactions, including the Offer (such approval having been made in accordance with Chapter 1701 of the Ohio Revised Code (the "OGCL"), as well as an approval of the Principal Shareholders' Agreement and the purchase of the Shares by Purchaser for purposes of Section 203 Chapter 1704 of the GCLOGCL ("Chapter 1704")), and (cii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders that shareholders of the Company which approval constitutes approval of each accept the Offer, tender their Shares to Purchaser pursuant thereto. The Company hereby consents to the inclusion in the Offer Documents of the transactions contemplated by this Agreement for purposes recommendation of the applicable provisions Company's Board of Directors described in the immediately preceding sentence. The recommendation of the GCLCompany's Board of Directors described in the first sentence of this Section 1.2(a) may not be withdrawn or modified in a manner adverse to Purchaser, except in accordance with Section 4.2. The Financial Advisor has delivered to Company hereby further represents and warrants that (A) the Board of Directors of the Company its has received the opinion that of Morgan Joseph & Co., Inc. ("Morgan Joseph"), dated May 27, 2003, tx xxx xxxxxx that, as of sucx xxxx, xxx xubject to the various assumptions and qualifications set forth therein, the consideration to be received by the holders of shares of Company Common Stock Company's shareholders in the Offer and the Merger is fair to the such holders of shares of Company Common Stock from a financial point of view. The view (the "Fairness Opinion") and (B) the Company hereby agrees has been authorized by Morgan Joseph to permit the inclusion of the Fairness Opinion and/or references thereto in the Offer Documents, the Schedule 14D-9 and the Information Statement, subject to prior review and consent by Morgan Joseph (such consent not be unreasonably withheld or delayex). (b) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or all amendments, supplements and exhibits thereto, the "Schedule 14D-9") containing such which shall contain the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to Board of Directors of the Company referred to in a timely manner) and to mail such Section 1.2(a). The Company shall cause the Schedule 14D-9 to the stockholders be disseminated to holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares as and to the extent permitted required by Section 7.3(b)applicable federal securities Laws. Such Schedule 14D-9 shall be filed The Company, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each of the Company, Parentone hand, and Purchaser 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 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 shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stockthe Shares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SECSEC and disseminated to holders of Shares. The In addition, the Company agrees to provide Purchaser and its counsel in writing 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 14D-9, promptly after the receipt thereofof such comments, to consult with Purchaser and its counsel prior to responding to any such comments and to provide Purchaser with copies of all such responses, whether written or oral. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as Purchaser or its agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and, if this Agreement is terminated in accordance with Section 5.1 or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in its possession or in the possession of its agents or representatives.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, as promptly as practicable on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents with the SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation with of the SEC (Company Board that holders of Shares tender their Shares pursuant to the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the information required Company hereby represents, that the Company Board, at a meeting duly called and held, has (i) determined by Section 14(f) unanimous vote of its directors that each of the Exchange Act if Parent shall have furnished such information transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders best interests of the Company's stockholders, (ii) approved the Offer and this Agreement in accordance with the DGCL and (iii) recommended acceptance of the Offer and adoption of this Agreement by the Company's stockholders (if such adoption is required by applicable law); provided, however, that such recommendation recommendation, adoption and approval may be withdrawn, modified or amended to the extent that the Company Board determines in good faith following consultation with outside counsel that failure to take such action would constitute a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Credit Suisse First Boston Corp. ("CSFB"), has delivered to the Company Board its opinion (subsequently confirmed in writing) that, as of the date hereof, the consideration to be received by the holders of Common Shares (other than Parent or any of its affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.2(a). (b) The Company represents that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's Board stockholders, shall not contain any untrue statement of Directors only a material fact or omit to state any material fact required to be stated therein or necessary in order to make the extent permitted statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Section 7.3(b). Such the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders stockholders of shares of Company Common Stockthe Company, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEClaw. The Company agrees to provide Purchaser to 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 thereofof such comments. (c) In connection with the Offer, the Company will promptly furnish the Purchaser with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional available information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the Company's record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are reasonably necessary to disseminate the Offer Documents and any other documents and information reasonably necessary to consummate the Offer and the Merger, Parent and the Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and information, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver to the Company or destroy (as certified in writing), and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy (as certified in writing), all copies of and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby represents that --------------- the Board of Directors of the Company, by unanimous vote, has (i) duly adopted resolutions approving this Agreement, the Offer and the Merger, determined that the Offer and Merger are fair to, and in the best interests of, the Company's shareholders (other than the Management Shareholders) and recommending that the Company's shareholders accept the Offer and approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby and (ii) taken all other action necessary to render (x) Sections 13.1-725 through 13.1-727.1 and 13.1-728.1 through 13.1-728.9 of the Virginia Stock Corporation Act (the "Virginia Code") and (y) the Amended and Restated Rights Agreement dated as of December 15, 1997 between the Company and First Union National Bank (as amended to date, the "Rights Agreement") inapplicable to the Offer and the Merger and the transactions contemplated hereby (including, without limitation, the Voting Agreement). The Company hereby consents to the inclusion in the Offer and represents that its Documents of the recommendations of the Company's Board of Directors (at a meeting duly called described above. The Company has been advised that each of its directors and held) has unanimously (a) determined that executive officers other than the Management Shareholders intends to tender pursuant to the Offer all Shares owned of record and the Merger are fair to the stockholders of the Company beneficially by such director and are in the best interests of the stockholders of the Company, executive officer. (b) approved this AgreementOn the date the Offer Documents are filed with the SEC and the Offer is commenced, the Offer, Company shall file with the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the "Schedule 14D-914D-9- ") containing such recommendation with ), and shall disseminate the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders shareholders of the Company; providedCompany as required by Rule 14d-9 under the Securities Exchange Act of 1934 as amended (including the rules and regulations promulgated thereunder, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b"Exchange Act"). Such The Schedule 14D-9 shall contain the recommendation described in paragraph (a) of this Section 1.2. Parent and Acquiror and their counsel shall be filed on given an opportunity to review and comment upon the same date as Purchaser's Schedule 14D-1 is filed and mailed together 14D-9 prior to the filing thereof with the Offer DocumentsSEC. Each of the Company, Parent, Parent and Purchaser Acquiror agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Proxy Statement (as defined below) if and to the extent that it such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 and Proxy Statement as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEClaws. The Company agrees to provide Purchaser Parent and its Acquiror 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 or Proxy Statement promptly after the receipt thereofof such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent and Acquiror with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons or entities becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Parent and Acquiror such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent or Acquiror may reasonably request in communicating the Offer to the record and beneficial owners of the Shares. Subject to the requirements of 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 Acquiror and each of their affiliates, agents or representatives shall hold in confidence the information contained in any of such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (i) its Board of Directors (Directors, at a meeting duly called and heldheld on October 6, 1999, has, subject to the terms and conditions set forth herein, (A) has unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (a) determined collectively, the "Transactions"), determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 611-A of the Maine Business Corporation Act (the "MBCA"); and (B) resolved to recommend that the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, accept the Offer, the Merger tender their Shares thereunder to Purchaser and approve and adopt this Agreement and the Stockholders AgreementMerger, including for purposes of provided that such recommendation may be withdrawn, modified or amended as provided in Section 203 5.4(d) hereof and (ii) the restrictions on "business combinations" contained in Section 611-A of the GCL, MBCA are inapplicable to the transactions contemplated by this Agreement and (c) resolved the Tender Agreements. The Company hereby consents to recommend acceptance the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i)(B) of the immediately preceding sentence, unless and until such recommendation is withdrawn or modified, in a manner adverse to Parent, in accordance with Section 5.4(d) hereof. The Company has been advised by each of its directors and executive officers that they intend to tender or cause to be tendered to the Purchaser pursuant to the Offer all Shares beneficially owned by them and to vote such Shares in favor of the approval and adoption of this Agreement and the Merger by Transactions. (b) Concurrently with the stockholders filing of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of Schedule 14D-1, the Company its opinion that shall file with the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing such which shall contain the recommendation with the SEC referred to in clause (and the information required by Section 14(fi)(B) of the Exchange Act if Parent Section 1.2(a) hereof. The Company shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and Shares to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on that it shall cause the Schedule 14D-9 prior to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws. The Company further agrees that the Schedule 14D-9, on the date first published, sent or given to the Company's filing stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Schedule 14D-9 circumstances under which they were made, not misleading, except that no (c) In connection with the SECOffer, the Company shall promptly furnish or cause to be furnished to Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company. The Company agrees Except for such steps as are necessary to provide disseminate the Offer Documents and to consummate the Merger, and subject to the requirements of applicable law, each of Parent and Purchaser and its counsel their agents shall hold in writing confidence until the Effective Time the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, shall use such information only in connection with any comments the Offer and Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or its counsel may receive summaries from such information then in their possession or control or to destroy the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofsame.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its the Company's Board of Directors (Directors, at a meeting duly called and held) , has unanimously (ai) determined that the terms of the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders shareholders of the Company, (bii) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of adopted this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of approved the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in hereby, including the Offer and the Merger is fair and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to the holders of shares of Company Common Stock from a financial point of viewPurchaser thereunder and approve and adopt this Agreement and the Merger. The Subject to Section 5.7, the Company hereby agrees consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. (b) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule 14D-9") containing such which shall contain the recommendation with the SEC referred to in clause (and the information required by Section 14(fiii) of Section 1.2(a) hereof. The Company further agrees to take all steps necessary to cause 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 be disseminated to holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares as and to the extent permitted required by Section 7.3(b)applicable federal securities laws. Such Schedule 14D-9 shall be filed The Company, on the same date as Purchaser's Schedule 14D-1 is filed one hand, and mailed together with the Offer Documents. Each each of the CompanyParent and the Purchaser, Parenton the other hand, and Purchaser agrees will promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide the Parent, the Purchaser and its their counsel in writing 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 thereofof such comments and to consult with the Parent, the Purchaser and their counsel prior to responding to any such comments. (c) The Company shall promptly furnish the Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish the Purchaser with such additional information, including, without limitation, updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as the Parent, the Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, the Parent and the Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 7.1 or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their agents or representatives.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares Common Shares, on the date of Company Common Stock from a financial point the filing by Parent and the Purchaser of view. The Company hereby agrees to file the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such reflecting the recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents that the Company Board, at a meeting duly called and held, has (i) determined by unanimous vote of its directors that the Offer and the Merger are fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved the Offer and adopted this Agreement in accordance with the SEC GCL, (iii) resolved to recommend acceptance of the Offer and approval of this Agreement by the Company's stockholders, and (iv) taken all action necessary to render Section 203 of the GCL and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information Rights inapplicable to the Company in a timely manner) Offer and to mail such Schedule 14D-9 to the stockholders of the CompanyMerger; provided, however, that such recommendation and approval may be withdrawn, modified or amended by to the extent that the Company Board determines in good faith and on a reasonable basis, after consultation with its outside counsel, that such action is required in the exercise of the Company Board's fiduciary duties under applicable law. The Company further represents that, prior to the execution hereof, Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc., the Company's Board of Directors only financial advisor (the "Financial Advisor"), has delivered to the extent permitted Company Board its written opinion (the "Fairness Opinion"), to the effect that, as of the date of this Agreement, the 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 the Financial Advisor to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 7.3(b1.2(a). Such . (b) The Schedule 14D-9 shall be filed will comply in all material respects with the provisions of applicable federal securities laws, and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser agrees Parent and 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 it shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case, as and to the extent required by applicable federal securities Laws. The law. (c) In connection with the Offer, the Company agrees to give will promptly furnish the Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing containing the names and addresses of the record holders of Common Shares as of the most recent practicable date and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of Common Shares and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing record and beneficial stockholders. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Merger, Parent, the Purchaser and their affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the SEC. The Company agrees Offer and the Merger, and, if this Agreement shall be terminated, will deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors (i) the Board, at a meeting duly called and held) held on November 1, 1998, has unanimously (aA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the "TRANSACTIONS"), are fair to the stockholders of the Company and are in the best interests of the stockholders Company and the shareholders of the Company, (bB) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by Transactions, (C) taken all action required to (1) render inapplicable to the stockholders Transactions the provisions of Section 2538 of Pennsylvania Law and (2) approve the Transactions pursuant to the provisions of Subchapter F of Chapter 25 and Section 2539 of Pennsylvania Law and (D) recommended that the shareholders of the Company which approval constitutes approval accept the Offer and, in the event of each of the transactions contemplated by a shareholder vote, approve and adopt this Agreement for purposes of and the applicable provisions of the GCL. The Financial Advisor has Transactions and (ii) Lazard Freres & Co. LLC ("LAZARD") and Xxxxxx/Xxxxxx Incorporated ("XXXXXX") have each delivered to the Board of Directors of a written opinion to the Company its opinion effect that the consideration to be received by the holders of shares Shares pursuant to each of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and, except as set forth in Section 6.04(c), agrees not to withdraw or modify or propose to withdraw or modify such recommendation in a manner adverse to the Parent or the Purchaser. The Company has been advised by each of its directors and executive officers that they intend to tender or cause to be tendered all Shares beneficially owned by them to the Purchaser pursuant to the Offer, to sell such Shares to the Purchaser pursuant to the respective Shareholder Agreement, if applicable, and to vote such Shares in favor of the approval and adoption of this Agreement and the Transactions. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the "Schedule SCHEDULE 14D-9") containing such the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company Board described in a timely mannerSection 1.02(a) and to mail such shall disseminate the Schedule 14D-9 to the stockholders extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the Company; provided"EXCHANGE ACT"), that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b)and any other applicable federal securities laws. 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 The Company, Parent, the Parent and the Purchaser agrees promptly agree to correct promptly any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respectmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common StockShares, in each case, case as and to the extent required by applicable federal securities Lawslaws. (c) The Company shall promptly furnish the Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company agrees to give shall furnish the Purchaser with such additional information, including, without limitation, updated listings and its counsel a reasonable opportunity to review computer files of shareholders, mailing labels and comment on security position listings, and such other assistance as the Schedule 14D-9 prior Parent, the Purchaser or their agents may reasonably request. Subject to the Company's filing requirements of applicable law, and except for such steps as are necessary to disseminate the Schedule 14D-9 Offer Documents and any other documents necessary to consummate the Offer or the Merger, the Parent and the Purchaser shall hold in confidence until the Effective Time the information contained in such labels, listings and files, shall use such information only in connection with the SEC. The Company agrees Offer and the Merger and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to provide 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 thereofall copies of such information then in their possession.

Company Actions. The Company hereby consents to the Offer and represents that its Board of Directors (at a meeting duly called and held) has unanimously (a) determined that The Company shall, after affording Novartis a reasonable opportunity to review and comment thereon, file with the Offer SEC and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair mail to the holders of shares of Company Common Stock from a financial point Stock, as promptly as practicable on the date of view. The Company hereby agrees to file the filing by Novartis and Merger Sub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule SCHEDULE 14D-9") containing such reflecting the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only and the Special Committee that holders of Public Shares tender their shares of Company Common Stock into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company's Board of Directors and the Special Committee, at a meeting duly called at which a quorum was present throughout, have (i) determined by unanimous vote of all its members that each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the Company and its stockholders other than Santo, (ii) approved the Santo Purchase, the Offer and the Merger and this Agreement in accordance with the Delaware General Corporation Law ("DGCL"), (iii) recommended acceptance and approval of the Offer and adoption of this Agreement by the Company's stockholders, and (iv) taken all other action within the Board of Directors' and the Special Committee's power to render Section 203 of the DGCL, if applicable, inapplicable to the extent permitted Santo Purchase, the Offer and the Merger, PROVIDED, HOWEVER, that Novartis and Merger Sub agree that such recommendations may be modified or withdrawn after the date hereof if, but only if, after consultation with its outside counsel, the Special Committee determines that doing so is required in the proper exercise of its fiduciary duties. The Company further represents that, prior to the execution hereof, Merrill Lynch & Co. ("MERRILL LYNCH") has delivered to the Special Xxxxxxtxx xxs written xxxxxxn xxxx, as of the date of this Agreement, the consideration to be received by the holders of Public Shares pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Special Committee described in this Section 7.3(b1.2(a). Such . (b) The Company represents that the Schedule 14D-9 shall be filed comply in all material respects with the provisions of applicable federal and state securities laws and, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer DocumentsSEC 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 with respect to information supplied by Novartis or Merger Sub in writing for inclusion in the Schedule 14D-9. Each of the Company, Parenton the one hand, and Purchaser Novartis and Merger Sub, 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 it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to stockholders of the holders of shares of Company Common StockCompany, in each case, as and to the extent required by applicable federal securities Lawslaws. The Company agrees shall provide to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser Novartis 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 receipt of such comments. (c) In connection with the receipt thereofOffer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, any available non-objecting beneficial owner lists and any available listing or computer list containing the names and addresses of the record holders of the Company Common Stock as of the most recent practicable date and shall furnish Merger Sub with such additional available information (including, but not limited to, updated lists of holders of the Company Common Stock and their addresses, mailing labels and lists of security positions and non-objecting beneficial owner lists) and such other assistance as Merger Sub or its agents may reasonably request in communicating the Offer to the Company's record and beneficial stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Novartis, Merger Sub and their Affiliates, associates, agents and advisors shall keep such information confidential and use the information contained in any such labels, listings and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will destroy all copies of such information then in their possession, PROVIDED, that Novartis, Merger Sub and their Affiliates, associates, agents and advisors may keep one copy of such information in the office of their general counsel solely for the purpose of preserving the record of the materials received and using the same to defend against any claims or actions threatened or instituted involving such information. Novartis, Merger Sub and their Affiliates, associates, agents and advisors may retain all analyses, compilations, studies or other documents or records prepared by them, which contain or otherwise reflect or are generated from such information.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its the Board of Directors (of the Company, at a meeting duly called and held) , has unanimously (aA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, taken together, are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock, (B) approved and adopted this Agreement and the Stockholders Agreement and the transactions contemplated hereby and thereby, (C) recommended that the stockholders of the Company accept the Offer, tender their shares of Class A Common Stock thereunder to Sub and, if required by applicable law in order to consummate the Merger, approve and adopt this Agreement and the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that, except as provided in the Merger is fair Stockholders Agreement, they intend to the holders convert their shares of Class C Common Stock into shares of Class A Common Stock and to tender all shares of Company Common Stock from a financial point of view. The beneficially owned by them to Sub pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company hereby agrees to shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 promulgated under the Exchange Act (together with any all amendments or and supplements thereto, the "Schedule 14D-9") containing such the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to Board of Directors of the Company described in a timely manner) Section 1.02(a), and shall take such steps as are necessary to mail such cause the Schedule 14D-9 to be disseminated to the stockholders holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board shares of Directors only Company Common Stock as and to the extent permitted required by Section 7.3(b)applicable federal securities laws. 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 The Company, Parent, Parent and Purchaser agrees Sub shall correct promptly to correct any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel a reasonable shall be given an opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 its being filed with the SEC. The , and the Company agrees to will provide Purchaser Parent and its counsel in writing with any comments that the Company or its counsel may receive receives from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of any such comments. (c) In connection with the receipt thereofOffer, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Company Common Stock. The Company shall furnish Sub with such additional information, including, without limitation, updated listings and files of stockholders, mailing labels and security position listings and such other assistance as Parent, Sub or their agents may reasonably request in communicating the Offer to record and beneficial holders of shares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Sub shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 9.01, shall deliver to the Company all copies of, and any extracts or summaries from, such information then in their possession or control. (d) In connection with the Offer, the Company will furnish Parent with such information (which will be treated and held in confidence by Parent) and assistance as Parent or its Representatives may reasonably request in connection with the preparation of the Offer and communicating the Offer to the record and beneficial holders of shares of Company Common Stock.

Company Actions. (a) The Company hereby consents to the Offer Offer, and represents and warrants that its the Company Board of Directors (Directors, at a meeting duly called and held) , has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bi) approved this Agreement, and deemed this Agreement, the Offer, the Merger and the Stockholders Transactions advisable, fair to and in the best interests of the Company Stockholders; (ii) approved and adopted this Agreement and the Transactions, including the Offer and the Merger, in all respects, and, subject to the accuracy of the representation set forth in Section 3.5 of this Agreement, including such approval constitutes approval of the Offer, the Merger, this Agreement and the Transactions for purposes of Section 203 of the GCL, DGCL; and (ciii) subject to Section 5.2(e), resolved to recommend acceptance that the Company Stockholders accept the Offer, that the Company Stockholders tender their Shares in the Offer to Purchaser, and that the Company Stockholders adopt this Agreement to the extent required by applicable Law (the “Company Board Recommendation”). The Company consents to the inclusion of the Company Board Recommendation in the Offer and approval and adoption Documents, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 5.2(e) (it being understood that such consent shall not be deemed to limit the Company Board of Directors rights under Section 5.2). To the knowledge of the Company, as of the date of this Agreement and the Merger by the stockholders all of the Company which approval constitutes approval of each of the transactions contemplated Company’s directors and executive officers intend to tender all Shares beneficially owned by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered them to Purchaser pursuant to the Board of Directors of Offer. (b) As soon as reasonably practicable on the day the Offer is commenced, the Company its opinion shall, in a manner that complies with Rule 14d-9 under the consideration to be received by Exchange Act, file with the holders of shares of Company Common Stock in the SEC a Tender Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or all amendments, supplements and exhibits thereto, the "“Schedule 14D-9"”) containing such recommendation which shall, subject to the provisions of Section 5.2(d), contain the Company Board Recommendation. The Company agrees to cause the Schedule 14D-9 to be filed with the SEC (and disseminated to holders of Shares as required by and in accordance with applicable U.S. federal securities laws. The Company, on the one hand, and Parent 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; providedPurchaser, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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 Companyother hand, Parent, and Purchaser agrees agree to promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the respect or as otherwise required by Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, the Shares as required by and in each case, as accordance with applicable U.S. federal securities laws. Parent and Purchaser shall promptly furnish to the extent Company all information concerning Parent and Purchaser that is required or reasonably requested by applicable federal securities Lawsthe Company in connection with the obligations relating to Schedule 14D-9 contained in this Section 1.2(b). The Company agrees to give Parent, the Purchaser and its their counsel a shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 prior and the Company shall give reasonable and good faith consideration to any comments made by the Company's filing of the Schedule 14D-9 Parent and Purchaser and their counsel before it is filed with the SEC. The In addition, the Company agrees to shall provide Parent, the Purchaser and its their counsel in writing 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 thereofof such comments, and (ii) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) In connection with the Offer, the Company shall promptly furnish to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of holders of the Shares, updated periodically, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agents may reasonably request.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its the Board of Directors (of the Company, at a meeting duly called and held) , has unanimously (ai) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair advisable, and in the best interests of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, accept the Offer, the Merger tender their Shares and, if required by applicable Law, adopt and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of approve this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of hereby, including the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements theretoMerger, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, provided that such recommendation may be withdrawn, modified or amended by only in accordance with the Company's Board provisions of Directors only Section 6.3, (iv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to elect, to the extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws and Regulations of any jurisdiction that may purport to be applicable to this Agreement, (vi) taken all necessary steps to render the restrictions of Section 7.3(b203 of the DGCL inapplicable to the Merger, Parent, Merger Subsidiary, and the acquisition of Shares pursuant to the Offer, and (vii) amended the Company Rights Agreement as set forth in Section 4.22. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.2(a), subject to the Company’s rights to withdraw, modify or amend its recommendation only in accordance with the provisions of Section 6.3. Such The Company hereby represents and warrants that it has been advised that each of its directors and officers of the Company and each of its Subsidiaries intends to tender pursuant to the Offer any and all Shares they own beneficially or of record. (b) The Company shall file with the SEC on the date of commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Schedule 14D-9”) that shall reflect, subject to the provisions of Section 6.3, the recommendation of the Company’s Board of Directors referred to in Section 2.2(a) above, and shall disseminate the Schedule 14D-9 to stockholders of 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 holders of Shares. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel, and Parent and Merger Subsidiary shall be filed given a reasonable opportunity to review and comment on the same date as Purchaser's Schedule 14D-1 is filed and mailed together 14D-9 prior to its filing with the Offer DocumentsSEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company agrees to provide Parent (i) copies of, and to consult with Parent and its counsel regarding any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 promptly after receipt thereof and (ii) a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. Each of the Company, Parent, Parent and Purchaser agrees Merger Subsidiary shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders stockholders of shares of the Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Law. (c) In connection with the Offer, the Company agrees shall promptly furnish Parent with (or cause Parent to give Purchaser be furnished with) mailing labels, security position listings and any available listing or computer files containing the names and addresses of the record holders of the Shares as of a recent date, and shall furnish Parent with such information and assistance as Parent or its counsel a reasonable opportunity to review and comment on agents may reasonably request in communicating the Schedule 14D-9 prior Offer to the Company's filing stockholders of the Schedule 14D-9 Company. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary shall, and shall cause each of their Affiliates to, hold in confidence the information contained in any of such labels, listings and files, use such information only in connection with the SEC. The Company agrees Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, deliver to provide Purchaser and its counsel in writing with any comments the Company all copies of such information or its counsel may receive from the SEC extracts therefrom then in their possession or its staff with respect to the Schedule 14D-9 promptly after the receipt thereofunder their control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its the Board of Directors (Directors, at a meeting duly called and held, has (i) has unanimously (a) determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.4) are fair to the stockholders of the Company and are in the best interests of the stockholders shareholders of the Company, (bii) approved this Agreement, the OfferStock Option Agreement, the Merger and the Stockholders Shareholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in hereby and thereby, including the Offer and the Merger is fair (collectively, the "Transactions"), and such approval constitutes approval of the Offer, the Stock Option, this Agreement, the Stock Option Agreement, the Shareholders Agreement and the Transactions, for purposes of Sections 13.1-727 and Sections 13.1-728.1 ET SEQ. of the Virginia Stock Corporation Act (the "VSCA") (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to the holders Purchaser and approve and adopt this Agreement and the Merger; PROVIDED, THAT such recommendation may be withdrawn, modified or amended if, in the opinion of shares the Board of Company Common Stock Directors, only after receipt of (x) a written opinion from the Company's investment banking firm that the Acquisition Proposal (as defined in Section 5.4(a)) is superior, from a financial point of view, to the Offer and the Merger and (y) advice from independent legal counsel to the Company to the effect that the failure to withdraw, modify or amend such recommendation would be likely to result in the Board of Directors violating its fiduciary duties to the Company's shareholders under applicable law. The Company hereby agrees represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to render the relevant provisions of Sections 13.1-725.1, 13.1-726 and 13.1-728.3 of the VSCA inapplicable to the Transactions. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing such which shall, subject to the provisions of Section 5.4(b), contain the recommendation referred to in clause (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 information date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required by Section 14(f) to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act if Parent shall have furnished such information to circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent or the Purchaser for inclusion in a timely manner) and the Schedule 14D-9. The Company further agrees to mail such take all steps necessary to cause the Schedule 14D-9 to be filed with the stockholders SEC and to be disseminated to holders of the Company; providedShares, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only in each case as and to the extent permitted required by Section 7.3(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 Documentsapplicable federal securities laws. Each of the Company, Parenton the one hand, and Purchaser Parent and 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 it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel a reasonable shall be given the opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide Parent, the Purchaser and its their counsel in writing 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 thereofof such comments or other communications.

Company Actions. (a) The Company hereby consents to represents and warrants that the Offer and represents that its Company's Board of Directors (Directors, at a meeting duly called and held) , has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (bi) approved this Agreement, the Offer, the Merger Agreement and the Stockholders AgreementTransactions, including the Offer (such approval having been made in accordance with Chapter 1701 of the Ohio Revised Code (the "OGCL"), as well as an approval of the Principal Shareholders' Agreement and the purchase of the Shares by Purchaser for purposes of Section 203 Chapter 1704 of the GCLOGCL ("Chapter 1704")), and (cii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders that shareholders of the Company which approval constitutes approval of each accept the Offer, tender their Shares to Purchaser pursuant thereto. The Company hereby consents to the inclusion in the Offer Documents of the transactions contemplated by this Agreement for purposes recommendation of the applicable provisions Company's Board of Directors described in the immediately preceding sentence. The recommendation of the GCLCompany's Board of Directors described in the first sentence of this Section 1.2(a) may not be withdrawn or modified in a manner adverse to Purchaser, except in accordance with Section 4.2. The Financial Advisor has delivered to Company hereby further represents and warrants that (A) the Board of Directors of the Company its has received the opinion that of Morgan Joseph & Co., Inc. ("Morgan Joseph"), dated May 27, 2003, to the xxxxxx xxxx, as of such datx, xxx xxxxxxt to the various assumptions and qualifications set forth therein, the consideration to be received by the holders of shares of Company Common Stock Company's shareholders in the Offer and the Merger is fair to the such holders of shares of Company Common Stock from a financial point of view. The view (the "Fairness Opinion") and (B) the Company hereby agrees has been authorized by Morgan Joseph to permit the inclusion of the Fairness Opinion and/or references thereto in the Offer Documents, the Schedule 14D-9 and the Information Statement, subject to prior review and consent by Morgan Joseph (such consent not be unreasonably withheld or delayed). (x) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or all amendments, supplements and exhibits thereto, the "Schedule 14D-9") containing such which shall contain the recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to Board of Directors of the Company referred to in a timely manner) and to mail such Section 1.2(a). The Company shall cause the Schedule 14D-9 to the stockholders be disseminated to holders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only Shares as and to the extent permitted required by Section 7.3(b)applicable federal securities Laws. Such Schedule 14D-9 shall be filed The Company, on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer Documents. Each of the Company, Parentone hand, and Purchaser 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 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 shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stockthe Shares, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SECSEC and disseminated to holders of Shares. The In addition, the Company agrees to provide Purchaser and its counsel in writing 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 14D-9, promptly after the receipt thereofof such comments, to consult with Purchaser and its counsel prior to responding to any such comments and to provide Purchaser with copies of all such responses, whether written or oral. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as Purchaser or its agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and, if this Agreement is terminated in accordance with Section 5.1 or if the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in its possession or in the possession of its agents or representatives.

Company Actions. (a) The Company hereby consents to the transfer of the Rights by the Holders thereof to the Purchaser pursuant to the Purchaser's Offer and represents and warrants that its Board of Directors (at a meeting duly called and heldi) has unanimously (a) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, 's board of directors has adopted resolutions (bA) approved this Agreement, the Offer, the Merger approving and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of adopting this Agreement and the Merger transactions contemplated hereby, (B) authorizing the granting by the stockholders Company of a waiver of the transfer restrictions contained in Section 1.2(c) of the Merger Agreement with respect to the transfer of the Rights by the Holders to the Purchaser, (C) approving the exchange of the Shares for the Rights on the terms and subject to the conditions set forth in this Agreement, and (D) approving the issuance of a Warrant or Warrants to purchase shares of Common Stock to the Purchaser. The Company which approval constitutes approval hereby consents to the inclusion in the Purchaser's Offer documents of each the information supplied by the Company for use in the Offer to Purchase. (b) The Company further represents that it received a verbal assurance from the SEC in response to a letter of inquiry from the Company dated April 29, 1998, (the "SEC Letter") confirming that the transactions contemplated by the SEC Letter and this Agreement for purposes of are not subject to the applicable provisions of Rules 13-e and 14-d under the GCL. Exchange Act (as defined in Section 5.4 below). (c) The Financial Advisor has delivered Company shall deliver to the Board of Directors Holders a letter in substantially the form attached hereto as EXHIBIT B discharging the obligation of the Company its opinion that the consideration (if any) pursuant to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of Rule 14e-2 under the Exchange Act if Parent shall have furnished such information to make a disclosure statement to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors only to the extent permitted by Section 7.3(b). 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, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff Holders with respect to the Schedule 14D-9 Purchaser's Offer. (d) In connection with the Purchaser's Offer, the Company will promptly after furnish the receipt thereofPurchaser with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the Holders as of a recent date (to be set forth on SCHEDULE 2) and shall furnish the Purchaser with such information and assistance as the Purchaser or its agents or representatives may reasonably request in communicating the Purchaser's Offer to the Holders. The Purchaser shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Purchaser's Offer and the Rights Exchange (as defined below in Section 3.1), and, if this Agreement is terminated in accordance with Section 14, will deliver to the Company all copies of such information in the possession of the Purchaser.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors (the Company Board, at a meeting duly called and held, has (i) has unanimously (a) determined that each of this Agreement and the Offer are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) unanimously approved, without condition or qualification, this Agreement and the Transactions contemplated hereby, including the Offer and the Merger acquisition of the Shares pursuant to this Agreement and the Offer, for purposes of Section 203 of the DGCL (the "Section 203 Approval"), so that the provisions of Section 203 of the DGCL are not applicable to the transactions provided for, referred to, or contemplated by, this Agreement, (iii) received the opinion of The Xxxxxxxx Xxxxxxxx Company, financial advisor to the Company (the "Financial Advisor"), to the effect that the Offer Price to be received by holders of the Shares pursuant to the Offer is fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (b) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees ; and (iv) resolved to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the SEC (and the information required by Section 14(f) of the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to unanimously recommend that the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by Company accept the Company's Board of Directors only Offer and tender their Shares thereunder to the extent permitted by Purchaser. (b) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listings or computer files containing the names and addresses of all holders of record of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and such assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents (as hereinafter defined), the Purchaser and its affiliates and associates shall hold in confidence the information contained in any such labels, listings and files and all other information delivered pursuant to this Section 7.3(b3.2(b). Such Schedule 14D-9 , shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together use such information only in connection with the Offer Documents. Each of the Companyand, Parentif this Agreement shall be terminated, and Purchaser agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and shall deliver to the extent that it shall have become false Company all copies, extracts or misleading summaries of such information in any material respect, and their possession or the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the holders possession of shares of Company Common Stock, in each case, as and to the extent required by applicable federal securities Laws. The Company agrees to give Purchaser and its counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Purchaser and its counsel in writing 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 thereoftheir agents.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its the Board of Directors (Directors, at a meeting duly called and held, has (i) has unanimously (a) determined deter mined that each of the Agreement, the Offer and the Merger (as defined in Section 1.4) are fair to the stockholders of the Company and are in the best interests of the stockholders shareholders of the Company, (bii) approved this Agreement, the OfferStock Option Agreement, the Merger and the Stockholders Shareholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company which approval constitutes approval of each of the transactions contemplated by this Agreement for purposes of the applicable provisions of the GCL. The Financial Advisor has delivered to the Board of Directors of the Company its opinion that the consideration to be received by the holders of shares of Company Common Stock in hereby and thereby, including the Offer and the Merger is fair to the holders of shares of Company Common Stock from a financial point of view. The Company hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements theretocollectively, the "Schedule 14D-9Transactions"), and such approval constitutes approval of the Offer, the Stock Option, this Agreement, the Stock Option Agreement, the Shareholders Agreement and the Transactions, for purposes of Sections 13.1-727 and Sections 13.1-728.1 et seq. of the Virginia Stock Corporation Act (the "VSCA") containing such recommendation with (iii) resolved to recommend that the SEC (shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchas er and approve and adopt this Agreement 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 CompanyMerger; provided, that such recommendation may be withdrawn, modified or amended by if, in the opinion of the Board of Directors, only after receipt of (x) a written opinion from the Company's investment banking firm that the Acquisition Proposal (as defined in Section 5.4(a)) is superior, from a financial point of view, to the Offer and the Merger and (y) advice from independent legal counsel to the Company to the effect that the failure to with draw, modify or amend such recommendation would be likely to result in the Board of Directors only violating its fiduciary duties to the Company's shareholders under applicable law. The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to render the relevant provisions of Sections 13.1-725.1, 13.1-726 and 13.1-728.3 of the VSCA inapplicable to the Transactions. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") which shall, subject to the provisions of Section 5.4(b), contain the recommendation referred to in clause (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 date first published, sent or given to the Company's shareholders, shall not contain any untrue state ment of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent permitted required by Section 7.3(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 Documentsapplicable federal securities laws. Each of the Company, Parenton the one hand, and Purchaser Parent and 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 it shall have become false or and misleading in any material respect, respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Company Common Stockthe Shares, in each case, case as and to the extent required by applicable federal securities Lawslaws. The Company agrees to give Purchaser Parent and its counsel a reasonable shall be given the opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 before it is filed with the SEC. The In addition, the Company agrees to provide Parent, the Purchaser and its their counsel in writing with any comments comments, whether written or oral, that the Company Compa ny 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 thereofof such comments or other communications. (c) In connection with the Offer, the Company will promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of all recordholders of the Shares as of a recent date, and shall furnish the Purchaser with such additional information (including, but not limited to, updated lists of holders of the Shares and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or its agents may reasonably request in communi cating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents, Parent and the Purchaser shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer, and, if this Agreement is terminated, will upon request of the Company deliver or cause to be delivered to the Company all copies of such information then in its possession or the possession of its agents or