Common use of Company Actions Clause in Contracts

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law.

Company Actions. (a) Schedule 14D-9. On The Company hereby approves this Agreement and consents to the date inclusion in the Offer Documents are filed of the Company Board Recommendation (as hereinafter defined), subject only to the Company’s rights to withdraw, modify or amend the Company Board Recommendation in accordance with the SEC, the provisions of Section 5.02. (b) The Company shall file with the SEC SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended and supplemented from time to time, the “Schedule 14D-9”) including the Board Recommendation (that shall reflect, subject only to the provisions of Section 5.02, the Company Board Recommendation not having been withdrawn or modified) Recommendation, and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as stockholders of the record date for purposes of receiving the notice Company as required by Section 262(d)(2) of Rule 14D-9 promulgated under the DGCLExchange Act. To the extent practicable, the Company shall cooperate with Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth Offeror in mailing or otherwise disseminating the Schedule 14D-9 and provide such other assistance with the preparation appropriate Offer Documents to the Company’s stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 as may be reasonably requested by to Parent within a reasonable time prior to the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to filing thereof with the SEC for review and comment upon the Schedule 14D-9 by Parent and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company its counsel, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel (ii) the it being understood that Parent and its counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall (A) promptly agrees to provide Parent (in writing writing, if written), and to consult with Parent and its counsel regarding, any comments the Company that may receive be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 promptly after the receipt of such comments (thereof and any responses thereto. Parent and its counsel shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent be given a reasonable opportunity to review and comment upon the responses to any such written and oral comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub Offeror shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders stockholders of Shares, in each case the Company as and to the extent required by Applicable Lawapplicable Laws. (c) In connection with the Offer, the Company shall promptly provide Parent with (or cause Parent to be provided with) mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the shares of Company Common Stock as of a recent date, and shall provide Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed Substantially contemporaneously with the SECfiling by Parent and Purchaser of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares (as and to the extent required by applicable Laws) a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any amendments, as amended from time to timesupplements or exhibits thereto, the “Schedule 14D-9”) including that (A) unless the Company Board has made a Company Adverse Change Recommendation to the extent permitted by Section 6.1(b), shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (iiB) set the Stockholder List Date as of the record date for purposes of receiving includes the notice of appraisal rights required by to be delivered pursuant to Section 262(d)(2) of the DGCL. Parent The Company shall affirmatively set a record date for the Company Stockholders to receive such notice of appraisal rights in accordance with Section 262(d)(2) of the DGCL and Merger Sub shall promptly furnish disseminate the Schedule 14D-9, including such notice of appraisal rights, to the Company’s stockholders as of such record date. The Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in agrees that it will cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation Exchange Act and other applicable Laws. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and further agrees to cause the Schedule 14D-9 as so amended or supplemented corrected to be promptly filed with the SEC and to be promptly disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, as promptly as practicable following the filing of the Schedule TO, file with the SEC and disseminate to Stockholders, in each case as and to the extent required by Applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to the Company Board’s right to effect a Change of Board Recommendation not having been withdrawn or modified) and pursuant to Section 7.03(e), shall (i) disseminate reflect the Company Board Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and other Applicable Law. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Acquisition Sub and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take further agrees to use all steps necessary to amend or supplement the Schedule 14D-9 and reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of SharesStockholders, in each case as and to the extent required by Applicable Law. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC and the Company agrees to consider in good faith any such comments. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (b) 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 and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of Stockholders, mailing labels and lists of securities positions) and such other similar assistance as Parent may reasonably request in connection with the Offer. Parent and Acquisition Sub and their Representatives shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of ---------------- and consents to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “"Schedule 14D-9”") including the Board Recommendation (containing, subject to Section 5.02(b), the Board Recommendation not having been withdrawn or modified-------------- recommendations described in Section 3.04(b) and shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesCommon Stock. Each of the Company, Parent and Merger Sub shall promptly correct any written information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCompany's stockholders, in each case as and to the extent required by Applicable Lawapplicable Federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to the Company's stockholders. The Company shall provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of 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 stock holders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files and the names, holdings and addresses of the record holders of the Company Series Preferred Stock and the Warrants) as Parent may reasonably request in communicating the Offer to the Company's securityholders. Subject to the requirements of applicable Law (as defined in Section 3.05(a)), and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement (the Offer, the Merger and such other transactions, together with the transactions contemplated by the Stock Purchase Agreements entered into by Sub with each of the holders of the Company Series Preferred Stock immediately prior to the execution of this Agreement, collectively, the "Transactions"), Parent ------------ and Sub shall, and shall use reasonable efforts to cause their agents to, hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, upon request, shall, and shall use reasonable efforts to cause their agents to, promptly deliver to the Company all copies of such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. On the date As promptly as practicable on the Offer Documents are filed with Commencement Date, following the SECfiling of the Schedule TO (and in any event within two business days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 14D-9 4. (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.1(b), shall reflect the Company Board Recommendation not having been withdrawn or modified) and Recommendation. The Company agrees that it shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Purchaser shall promptly furnish or otherwise make available to Company or its legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment or supplement thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC or its staff). The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to such comments of the SEC or its staff.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the “Schedule 14D-9”) including ), which shall describe and make the Board Recommendation (subject with respect to the Offer and describe the other Board Recommendation not having been withdrawn or modified) Actions, and promptly thereafter shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of Company Common Stock. The Company shall also include in the record date for purposes of receiving Schedule 14D-9 the notice required by Section 262(d)(2) of the DGCLFairness Opinion. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by Applicable Law to be set forth applicable securities laws for inclusion in the Schedule 14D-9 and provide such other assistance with the preparation 14D-9. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the respect or as otherwise required by applicable federal securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in compliance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On The Company shall (i) as promptly as practicable, but in any event within one (1) Business Day, following the date filing of the Offer Documents are filed Schedule TO by Parent and Merger Sub with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all amendments and supplements thereto, as amended from time to timeand including all exhibits thereto, the “Schedule 14D-9”) including containing, except as provided in Section 6.3, the Company Board Recommendation and a notice, in compliance with Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL and (subject ii) take all steps necessary to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as promptly after commencement of the record date for purposes of receiving Offer to the notice Company Stockholders as and to the extent required by Section 262(d)(2) Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities Laws. To the extent requested by Parent, the Company shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the DGCLapplicable Law. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company (or its legal counsel) all information concerning Parent and Merger Sub and their respective Affiliates, the stockholders of Parent or Merger Sub and the directors and officers of Parent or Merger Sub that is required by Applicable Law applicable Laws or is reasonably requested by the Company to be set forth included in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 so as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of enable the Company to comply with its obligations under this Section 2.2(a). Parent, Merger Sub and the Company shall give reasonable and cooperate in good faith consideration to any comments made by determine the information regarding Parent and (ii) Merger Sub and their respective Affiliates, the Company shall (A) promptly provide stockholders of Parent or Merger Sub and the directors and officers of Parent or Merger Sub that is necessary to include in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity in order to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsessatisfy applicable Laws. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it or any of its respective Representatives for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of SharesCompany Stockholders, in each case case, as and to the extent required by Applicable Lawapplicable Laws, or by the SEC or its staff or NASDAQ. Unless the Company Board has effected a Company Board Recommendation Change, and except in connection with any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Company Board has effected a Company Board Recommendation Change, and except in connection with any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, the Company shall provide in writing to Parent, Merger Sub and their counsel any and all written comments or other substantive communications (and shall orally describe any oral comments or other substantive oral communications) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after such receipt, and unless the Company Board has effected a Company Board Recommendation Change, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity (x) to review and comment on any such responses, which comments the Company shall consider reasonably and in good faith and (y) to the extent reasonably practicable, participate in any material discussions with the SEC or its staff concerning such comments and/or responses. Subject to Section 6.3(c) and Section 6.3(d), the Company hereby consents to the inclusion in the Offer Documents of the determinations and approvals of the Company Board set forth in the final sentence of Section 4.4 and the Company Board Recommendation.

Company Actions. (a) Schedule 14D-9. On The Company hereby consents to the Offer and represents and warrants that its Board of Directors (at a meeting or meetings duly called and held) has (a) unanimously determined as of the date hereof that the Offer Documents are filed is fair to and in the best interests of the shareholders of the Company and (b) resolved, subject to the directors of the Company not having the right to tender their Shares or the right to receive any compensation for services provided to the Company pursuant to the Director Releases, unless the Company's shareholders shall have approved such right in accordance with Section 1.2(b), to recommend acceptance of the SECOffer and approval of the matters set forth in Section 1.2(b) by the shareholders of the Company. The Company further represents that CIBC Oppexxxxxxx Xxxp. has rendered to the Board of Directors of the Company its opinion, dated as of the date hereof, to the effect that the Per Share Amount is fair to the holders of the Shares from a financial point of view. As soon as practicable after the commencement of the Offer, the Company shall file or cause to be filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to (the "Schedule 14D-9") containing the unanimous recommendation of the Board of Directors in favor of the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate permit the inclusion in the Schedule 14D-9 to holders 14D-1 of Shares and Preferred Shares and (ii) set the Stockholder List Date as such recommendation. Each of the record date Company and Purchaser will promptly correct any information provided by it for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth use in the Schedule 14D-9 that becomes false or misleading in any material respect and provide such other assistance with the preparation of Company will take all steps necessary to cause the Schedule 14D-9 as may so corrected to be reasonably requested filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by the Companyapplicable law. Unless or until there has been a Change in Recommendation, (i) Parent Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 and any amendments and supplements thereto prior to its filing such documents with the SEC or dissemination of such documents SEC. The Company agrees to the stockholders of the Company and the Company shall give reasonable and good faith consideration to provide Purchaser with any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company that may receive be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (thereof and shall give Parent prompt telephonic notice of any material discussions to further provide Purchaser with a reasonable opportunity to participate in all substantive communications with the SEC staffand its staff relating to the Schedule 14D-9, the Offer or the transactions contemplated thereby. (b) The Company agrees, as soon as practicable after the date of this Agreement, to duly call, give notice of, convene and hold an extraordinary general meeting of its shareholders (the "Special Meeting") for the purpose of submitting for approval by the Company's shareholders proposals to (i) approve the right of the directors of the Company to sell their Shares to the Purchaser pursuant to the Offer and the transactions contemplated thereby and the right to receive any compensation for services provided to the Company from the Company pursuant to the Director Releases, and (ii) approve, by special resolution, an amendment to the Company's Articles of Association to provide that the holders of at least 60% of the issued and outstanding Shares of the Company shall be entitled to appoint and remove any and all members of the Board of Directors of the Company, by means of a written notice signed by such holders to the Company (collectively, the "Shareholder Approvals"), (B) . The Company further agrees to use its best efforts to solicit proxies in favor of and to take all other actions necessary to obtain the Shareholder Approvals at the Special Meeting. The amendment to the Articles of Association shall be in the form attached hereto as Exhibit 1.2(b). The Company will provide Parent Purchaser with a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false approve all proxy or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented other materials to be filed sent to shareholders in connection with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable LawSpecial Meeting.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SECCommencement Date, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that, subject to Section 7.1(b), shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving include the notice and other information required by Section 262(d)(2) of the DGCL. The Company shall set the record date for the Company’s stockholders to receive the notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14d-9 including such notice of appraisal rights to the Company’s stockholders to the extent required by Section 262(d) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to information supplied by Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 Purchaser and provide such other assistance with the preparation of the Schedule 14D-9 as their stockholders that may be reasonably requested required in connection with any action contemplated by the Company. Unless or until there has been a Change in Recommendation, (ithis Section 2.2(a) Parent shall be given reasonable opportunity so as to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of enable the Company to comply with its obligations hereunder. Each of Parent, Purchaser and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with prompt notice of any comments (whether written or oral) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 (which notice shall include a copy of any written comments and a summary of any oral comments) and the Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. Each of Parent and Purchaser shall provide such reasonable cooperation and assistance as may be requested by the Company in connection with their respective covenants and obligations under this Section 2.2(a).

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the “Schedule 14D-9”) including ), which shall describe and make the Board Recommendation (subject with respect to the Offer and describe the other Board Recommendation not having been withdrawn or modified) Actions, and promptly thereafter shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of Company Common Stock. The Company shall also include in the record date for purposes of receiving Schedule 14D-9 the notice required by Section 262(d)(2) of the DGCLFairness Opinion. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by Applicable Law to be set forth applicable securities laws for inclusion in the Schedule 14D-9 and provide such other assistance with the preparation 14D-9. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the respect or as otherwise required by applicable federal securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on or after the date of commencement of the Offer Documents are filed with (but in no event after November 20, 2012, if the SECOffer has commenced by such date), the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (which, subject to Section 6.2(e), shall contain the Board Recommendation not having been withdrawn or modified) Recommendations and the Fairness Opinion in its entirety. The Company shall use its reasonable best efforts to file the Schedule 14D-9 on the date of commencement of the Offer. The Company shall cause the Schedule 14D-9 (i) disseminate to be disseminated to the Schedule 14D-9 to holders of the Shares as and Preferred Shares to the extent required by applicable federal securities Laws and (ii) set to comply as to form in all material respects with the Stockholder List Date as requirements of the record date for purposes of receiving Exchange Act, the notice required by Section 262(d)(2) applicable rules and regulations of the DGCLNew York Stock Exchange and all other applicable Laws. Parent and Merger Sub Purchaser shall promptly furnish to the Company Special Committee in writing all information concerning Parent and Merger Sub Purchaser that may be required by Applicable Law to be set forth applicable federal securities Laws for inclusion in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be or reasonably requested by the Company. Unless or until there has been a Change Company for inclusion in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 14D-9. The Company, on the one hand, and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination each of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) Purchaser, on the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff)other hand, (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall be or shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case case, as and to the extent required by Applicable Lawapplicable federal securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Shares, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel. In addition, the Company agrees to provide Parent and its counsel with any comments, whether written or oral, that the Company may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, to consult with Parent and its counsel prior to responding to any such comments and to provide Parent with copies of all such written responses (or if oral responses, summaries thereof).

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SECCommission, the Company shall file with the SEC Commission a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the “"Schedule 14D-9”") including describing the Board Recommendation (recommendation of the board of directors of the Company to the Company's Stockholders that, subject to Section 5.3(d), they accept the Board Recommendation not having been withdrawn or modified) Offer, tender their shares pursuant to the Offer and adopt this Agreement, and shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set shares of Company Common Stock. The Schedule 14D-9 shall, subject to Section 5.3(d), include the Stockholder List Date Company Recommendation. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the record Exchange Act and, on the date for purposes filed with the Commission and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of receiving a material fact or omit to state any material fact required to be stated therein or necessary in order to make the notice required by Section 262(d)(2) statements therein, in light of the DGCL. Parent and Merger Sub shall promptly furnish to circumstances under which they were made, not misleading, except that no representation, warranty or covenant is made by the Company all with respect to information concerning supplied by the Parent and Merger Sub required or the Purchaser for inclusion or incorporation by Applicable Law to be set forth reference in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses14D-9. Each of the Company, the Parent and Merger Sub the Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC Commission and disseminated to the holders of SharesCompany's stockholders, in each case as and to the extent required by Applicable Lawapplicable Federal securities laws. The Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and all documents required to be furnished by the Company under Rules 14d-2(b) and 14a-12 prior to their transmission to the Commission or dissemination to stockholders of the Company. The Company shall provide the Parent and its counsel in writing with any comments the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (b) In connection with the Offer and the Merger, the Company shall cause its transfer agent to promptly furnish the Purchaser with mailing labels containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of shares of Company Common Stock, and shall furnish to the Purchaser 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. Pursuant to the Confidentiality Agreement, 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, the Parent and the Purchaser shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession or in the possession of their agents or representatives.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.01, shall contain the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders Company Recommendation. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and use reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its counsel any information concerning Parent or Merger Sub that is required by the Exchange Act or advisable to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. Unless the Company Board has made a Change of Recommendation, the Company shall provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.01, the Company consents to the inclusion in the Offer Documents of a description of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, as promptly as practicable following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by Applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to the Company Board of Directors’ right to effect a Change of Board Recommendation not having been withdrawn or modified) and pursuant to Section 7.03(e), shall (i) disseminate reflect the Company Board Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and other Applicable Law. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Acquisition Sub and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take further agrees to use all steps necessary to amend or supplement the Schedule 14D-9 and reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC and the Company agrees to consider in good faith any such comments. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (b) 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 and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other similar assistance as Parent may reasonably request in connection with the Offer. Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company or destroy all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) Contemporaneously with the filing of the Schedule 14D-9. On the date TO or as promptly as practicable thereafter on the Offer Documents are filed with the SECCommencement Date, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeany amendments or supplements thereto, the “Schedule 14D-9”) including that, subject only to Section 5.3, shall reflect the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and Company Recommendation. The Company shall (i) disseminate cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Laws and to include a notice to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as shares of the record date for purposes Company Common Stock informing such holders of receiving the notice required by their rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262(d)(2) 262 of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent its legal counsel shall be given reasonable opportunity to review and comment upon on the Schedule 14D-9 and (including any amendments and supplements thereto amendment or supplement thereto) prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company SEC, and the Company shall give reasonable and good faith consideration to any comments thereon made by Parent or its counsel; provided, that the Parent and its legal counsel will provide any such comments promptly, but no later than five (ii5) Business Days after receipt of the Schedule 14D-9 (including any amendment or supplement thereto). The Company shall (A) promptly notify Parent of the receipt of, and promptly provide Parent in writing and its counsel with copies of, any written comments from (and a description of any oral comments received by the Company may receive from or its counsel), and all correspondence with, the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice promptly notify the Company of any material discussions with request by the SEC staff)or its staff for any amendment or supplement thereto or for additional information. The Company shall (A) use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its legal counsel with a reasonable opportunity to review and comment upon the responses to any such comments and a copy of on any proposed written responses thereto prior correspondence between it and/or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the filing thereof Schedule 14D-9 and (C) the Company shall give reasonable and good faith consideration to any comments thereon made by Parent on or its counsel and (C) promptly provide Parent with final copies of any such responsescorrespondence sent by it and/or any of its Representatives to the SEC or its staff with respect to the Schedule 14D-9, and of any amendments or supplements to the Schedule 14D-9. Each To the extent required by applicable Laws or by the SEC or its staff or the Nasdaq, (1) each of Parent, Purchaser and the Company, Parent and Merger Sub Company shall use reasonable best efforts to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or shall have become false or misleading in any material respect, and (2) the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so supplemented or amended or supplemented to correct such information, to be filed with the SEC and and, if required by applicable Laws, to be disseminated to the holders of Sharesshares of Company Common Stock. Each of Parent and Purchaser shall promptly furnish to the Company information concerning Parent, Purchaser and the Offer that is required by applicable Law to be included in the Schedule 14D-9 so as to enable the Company to comply with its obligations under this Section 1.2(a). Parent, Purchaser and the Company shall cooperate in good faith to determine the information regarding Parent and Purchaser that is necessary to include in the Schedule 14D-9 in order to satisfy applicable Laws. (b) In connection with the Offer and the First Merger, the Company shall, or shall cause its transfer agent to, promptly furnish Parent and Purchaser with (i) a list of the Company’s stockholders as well as 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 as of the most recent practicable date, and (ii) such additional information (including updated lists of the record and beneficial holders of shares of Company Common Stock, mailing labels and lists of securities positions) as Parent may reasonably request in order to communicate the Offer to the extent required by Applicable Lawholders of shares of Company Common Stock. Subject to applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the First Merger, Parent and Purchaser (and their respective agents) shall: (i) hold in confidence the information contained in any such lists of stockholders, mailing labels and listings or files of securities positions; (ii) use such information only in connection with the Offer and the First Merger; and (iii) if this Agreement shall be terminated pursuant to ARTICLE VII, promptly return (and shall use their respective reasonable efforts to cause their agents to return to the Company or destroy) any and all copies and any extracts or summaries from such information then in their possession or control and, if requested, promptly certify to the Company in writing that all such material has been returned or destroyed.

Company Actions. (a) Schedule 14D-9. On No later than three (3) Business Days following the date the Offer Documents are filed with the SECof this Agreement, the Company shall file with the SEC SEC, and shall promptly thereafter disseminate to holders of Shares, as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders of Shares comply in all material respects with the Exchange Act and Preferred Shares and (ii) set other applicable Laws. Without limiting the Stockholder List Date as generality of the record date for purposes foregoing, each of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly will furnish to the Company all the information concerning Parent and Merger Sub relating to it required by Applicable Law the Exchange Act to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company14D-9. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the The Company shall give use its reasonable and good faith consideration best efforts to any resolve all SEC comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 as promptly as reasonably practicable after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesthereof. Each of the CompanyParent, Parent and Merger Sub shall promptly and the Company agrees to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information which shall have become false or misleading in any material respect, and the misleading. The Company shall take all steps necessary as soon as reasonably practicable notify Parent and Xxxxxx Sub of the receipt of any comments from the SEC with respect to amend or supplement the Schedule 14D-9 and any request by the SEC for any amendment to cause the Schedule 14D-9 as so amended or supplemented for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to be filed filing or mailing the Schedule 14D-9 (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider and incorporate the reasonable comments of Parent. (b) In connection with the SEC Offer, the Company shall cause its transfer agent to promptly furnish Parent with a list of the Company’s record stockholders, mailing labels and disseminated to any available listing or computer file containing the names and addresses of all record holders of Shares, any non-objecting beneficial owner lists and any available listings of securities positions of record holders of Shares held in stock depositories, in each case as and case, to the extent required by Applicable LawCompany’s knowledge, 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 may reasonably request in connection with communicating the Offer to the record and beneficial holders of Shares. Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control or under the control of any of their representatives or agents in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, with respect to the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to any amendments and supplements thereto and including the Offer (such exhibits thereto, the "Schedule 14D-9") which, as amended from time to time, the “Schedule 14D-9”) including the Board Recommendation (subject to Section 6.04, shall contain the Company Board Recommendation not having been withdrawn or modified) and Recommendation. Parent shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set be disseminated to the Stockholder List Date as shareholders of the record date for purposes of receiving Company along with the notice required by Section 262(d)(2) Offer Documents in accordance with Rule 14d-9 under the Exchange Act and Federal Securities Laws. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Federal Securities Laws. The Company shall deliver copies of the DGCLproposed form of the Schedule 14D-9 (including any amendments or supplements thereto) to Parent within a reasonable time prior to the dissemination or filing thereof for review and comment by Parent and its counsel, and shall consider in good faith any comments of Parent. Each of the Company, Parent and Merger Sub shall respond promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Federal Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawthe Federal Securities Laws. The Company shall provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (b) In connection with the Offer, if requested by Merger Sub, the Company shall promptly furnish or cause to be furnished to Merger Sub mailing labels containing the names and addresses of all record holders of Company Common Stock, a non-objecting beneficial owners list and security position listings of Company Common Stock held in stock depositories, each as of a recent date, and shall promptly furnish to Merger Sub such additional information, including updated lists of shareholders of the Company, mailing labels, security position listings and computer files, and such other information and assistance as Merger Sub or its agents may reasonably request for the purpose of communicating the Offer to the shareholders of the Company. Subject to the requirements of applicable Law and the Confidentiality Agreement, 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 Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with such transactions and, if this Agreement shall be terminated, will, upon request, deliver, and will cause their agents to deliver, to the Company, or destroy or cause their agents to destroy, all copies of such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with is commenced, following the SECfiling of the Schedule TO that forms a part of the Offer Documents, the Company shall (i) file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that (A) unless the Company Board has made a Company Adverse Change Recommendation in accordance with Section 6.1(b), shall reflect the Company Board Recommendation and (subject to B) includes the Board Recommendation not having been withdrawn or modifiednotice and other information required by Section 262(d)(2) of the DGCL and shall (iii) disseminate cause the Schedule 14D-9 and related documents to be disseminated to holders of Shares as and Preferred Shares and (ii) set to the extent required by applicable Legal Requirements, including by setting the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub The Company agrees that it shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation Exchange Act and other applicable Legal Requirements. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Purchaser that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Except if the Company Board effects a Company Adverse Change Recommendation, the Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger, the Top-Up Option and the other transactions contemplated by this Agreement (collectively, the “Transactions”). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, and all supplements and exhibits thereto, the “Schedule 14D-9”) including the Board Company Recommendation (subject to the Board Recommendation not having been withdrawn or modifiedSection 6.8(e)) and shall (i) disseminate mail the Schedule 14D-9 so filed to the holders of Company Common Stock. Subject to Parent’s and Merger Sub’s compliance with Section 4.5, the Company shall use reasonable best efforts to cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review Exchange Act and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesall other applicable Laws. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable applicable federal securities Laws. The Company shall provide Parent and Merger Sub and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, shall consult with Parent and Merger Sub and their counsel prior to responding to such comments and shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel, and shall provide to Parent and Merger Sub and their counsel a copy of any written responses thereto and telephonic notice of any oral responses or discussions with the SEC staff. (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 Company Common Stock as of a recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, 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 Company Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer to Purchase and Letter of Transmittal and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession.

Company Actions. (a) Schedule 14D-9. On the date Promptly on the Offer Documents are filed with Commencement Date, following the SECfiling of the Offer Documents, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that, subject to Section 6.1(b), shall reflect the Company Board Recommendation and include the notice and other information required by Section 262(d)(2) of the DGCL and (subject to the Board Recommendation not having been withdrawn or modifiedii) and shall (i) disseminate cause the Schedule 14D-9 and related documents to be disseminated to holders of Shares as and Preferred Shares and (ii) set to the extent required by applicable Legal Requirements, including by setting the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent The Company agrees that it shall cause the Schedule 14D-9 (x) to comply in all material respects with the Exchange Act and Merger Sub shall promptly furnish other applicable Legal Requirements and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company all with respect to information concerning supplied by or on behalf of Parent and Merger Sub required or Purchaser for inclusion or incorporation by Applicable Law to be set forth reference in the Schedule 14D-9 and provide such other assistance with the preparation 14D-9. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to promptly cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable Legal Requirements. Parent and Purchaser shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning Parent or Purchaser that may be required by the Exchange Act to be set forth in the Schedule 14D-9 or as reasonably requested in order to comply with the actions contemplated by this Section 1.2(a). Except with respect to any filing in connection with or following a Company Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 5.3 or Section 6.1, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any such comments made by Parent or its counsel. Except with respect to any filing in connection with or following a Company Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 5.3 or Section 6.1, the Company agrees to provide Parent and its counsel with any comments (including oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments (including oral comments). The Company shall respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Schedule 14D-9 or the Offer.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) ), including a description of the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modifiedSection 6.02) and shall (i) disseminate the Schedule 14D-9 to the holders of Shares Company Common Stock, as and Preferred Shares and (ii) set to the Stockholder List Date as of the record date for purposes of receiving extent required by applicable U.S. federal securities Law. The Schedule 14D-9 shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCLDGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion delivered by Centerview Partners LLC. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses14D-9. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of SharesCompany Common Stock, in each case case, as and to the extent required by Applicable applicable Law. Except in connection with an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 6.02, Company shall provide Parent and its counsel with copies of any written comments, and shall inform Xxxxxx and its counsel of any oral comments, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Except in connection with an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 6.02, prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9, the Company shall (x) provide Parent and its counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response (it being understood that Parent and its counsel shall provide any comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation (except to the extent that the Company Board shall have withdrawn or modified the Company Board Recommendation in accordance with Section 6.02(b)).

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.02, shall contain the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders Company Recommendation. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and use reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its counsel any information concerning Parent or Merger Sub that is required by the Exchange Act to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. Unless the Company Board has made a Change of Recommendation, the Company shall provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.02, the Company consents to the inclusion in the Offer Documents of a description of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of shares of Company Common Stock a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 5.02, shall contain the Company Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders Recommendation. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take use all steps necessary to amend or supplement the Schedule 14D-9 and reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of Sharesshares of Company Common Stock, in each case as and to the extent required by Applicable applicable Law. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its legal counsel any information concerning Parent, Merger Sub or any Parent Related Parties that is required by the Exchange Act to be set forth in the Schedule 14D-9. Unless the Board of Directors of the Company has made an Adverse Recommendation Change, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. Unless the Board of Directors of the Company has made an Adverse Recommendation Change, the Company shall provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Board of Directors of the Company has made an Adverse Recommendation Change or in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories as of the most recent practicable date, to the extent known by the Company after making timely inquiries to the Company’s transfer agent for such lists (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the Transactions and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 5.02, the Company consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.3, contains the Company Board Recommendation not having been withdrawn or modified) Recommendation, and promptly thereafter shall (i) disseminate mail the Schedule 14D-9 together with the Offer Documents to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCLCompany Common Stock. Parent and Merger Acquisition Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Acquisition Sub that may be required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be applicable securities laws or reasonably requested by the Company. Unless or until there has been a Change Company for inclusion in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination 14D-9. Each of such documents to the stockholders of the Company Parent, Acquisition Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, respect and provide additional information for use in the Offer Documents if and to the extent that such Party determines that failure to include such information would cause the Offer Documents to omit to state any material fact required to be stated therein. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company shall promptly notify Parent and Acquisition Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Acquisition Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to review and to propose reasonable comments on such document or response. Notwithstanding the foregoing or anything else herein to the contrary, and subject to compliance with the terms of Section 6.3, in connection with any filing with the SEC regarding a Company Board Recommendation Change (other than in the Preliminary Proxy Statement or the Proxy Statement), the Company shall not be required to provide Parent or Acquisition Sub the opportunity to review or comment on (or include comments proposed by Parent or Acquisition Sub in) or permit Parent or Acquisition Sub to participate in any discussions with the SEC regarding such filing, or any amendment or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such filing.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including ), which Schedule 14D-9 shall include the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modifiedmodified in accordance with Section 6.02) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCLShares. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been Prior to a Change in Recommendation, if any, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law.

Company Actions. (a) Schedule 14D-9. On The Company hereby consents to, and adopts and approves, the date Offer, and on the Offer Documents are filed with commencement of the SECOffer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate promptly mail the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCLCompany Shareholders. Parent and Merger Sub shall as promptly as reasonably practicable furnish to the Company all information concerning Parent and Merger Sub that is required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be or reasonably requested by the Company. Unless or until there has been a Change Company for inclusion in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses14D-9. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and and, subject to the provisions of this Agreement, the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCompany Shareholders, in each case as and to the extent required by Applicable all applicable Laws. Parent and Merger Sub and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC, and the Company shall give due consideration to any such comments proposed by Parent and Merger Sub or its counsel. In the event that Company receives any comments from the SEC or its staff with respect to Schedule 14D-9, it shall use (i) its reasonable best efforts to respond promptly to such comments and (ii) its good faith, reasonable efforts to resolve the issues raised therein. The Company shall (w) provide Parent and Merger Sub and their counsel in writing with any written comments (or a summary of any material oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly, but in no event later than one (1) Business Day, after the receipt of such comments, (x) provide Parent, Merger Sub and their counsel with copies of all material correspondence between the Company and its counsel, on the one hand, and the SEC (or the staff of the SEC), on the other hand, (y) give Parent, Merger Sub and their counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on any response, and (z) give due consideration to any such comments. (b) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub promptly (and, in any case, prior to the commencement of the Offer) with mailing labels containing the names and addresses of the record holders of the Shares as of the latest practicable date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the record or beneficial owners of the Shares (including, the names and addresses of the participants of the ESPP and the number of Shares credited to each such participant under the ESPP), and shall furnish to Merger Sub such information and assistance (including updated lists of shareholders, security position listings, electronic versions of such information and computer files) as Parent may reasonably request in communicating the Offer to the Company Shareholders and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub shall, and shall cause their agents to, treat the information contained in any such labels, listings and files in accordance with the terms and conditions of the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in their possession or under their control and shall instruct their representatives and agents to do the same. (c) Company shall not, and shall cause its Subsidiaries not to, tender any Shares held by the Company or any of its Subsidiaries (other than in a fiduciary capacity) into the Offer. (d) The Company has been informed that all directors of the Company intend to tender all of their respective Shares, if any, in the Offer and that the Offer Documents may so state. The Company shall, and shall use reasonable efforts to cause any third parties to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Stock Plan, and to permit such holders of Shares to tender their Shares in the Offer, including causing the custodian of the ESPP to promptly disseminate the Offer Documents to the participants of the ESPP.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, concurrently with or immediately following the filing of the Schedule TO, file with the SEC and disseminate to holders of shares of Company Common Stock a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to the Board Recommendation not having been withdrawn or modified) and Section 5.3, shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to contain the Company all information concerning Parent and Merger Board Recommendation. Each of Parent, Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary further agrees to amend or supplement the Schedule 14D-9 and use its reasonable best efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed promptly with the SEC and to be disseminated promptly to the holders of Sharesshares of Company Common Stock, in each case as and to the extent required by Applicable applicable Law. Parent and Sub shall promptly furnish or otherwise make available to the Company or its legal counsel any information concerning Parent or Sub that is required by the Exchange Act to be set forth in the Schedule 14D-9. Unless the Board of Directors of the Company has made a Company Adverse Recommendation Change, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC and the Company agrees to consider any such comments in good faith; provided that nothing herein shall be construed to obligate the Company to adopt any such comment if the Company determines in good faith such an adoption would not be in the Company’s best interests. The Company agrees to provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Board of Directors of the Company has made a Company Adverse Recommendation Change, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders of record, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories as of the most recent practicable date, to the extent known by the Company, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer. Parent and Sub and their representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the Transactions and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable best efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 5.3, the Company consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation

Company Actions. (a) Schedule 14D-9. On As promptly as practicable following the filing of the Schedule TO but in no event later than seven (7) business days after the date of this Agreement (or such other date as mutually agreed upon by the Offer Documents are filed with the SECParties), the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.1(b), shall reflect the Company Board Recommendation not having been withdrawn or modified) and shall (i) disseminate Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders comply in all material respects with the Exchange Act and other applicable Legal Requirements. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Shares, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On the date day that the Offer Documents are filed is commenced, substantially contemporaneously with and following the SECfiling by Parent and Purchaser of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Company Shares, in each case as and to the extent required by applicable Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any amendments, as amended from time to timesupplements or exhibits thereto, the “Schedule 14D-9”) including that (A) unless the Company Board has made a Company Adverse Change Recommendation in accordance with Section 6.1(b), shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (iiB) includes a notice of appraisal rights and other information in accordance with Section 262(d)(2) of the DGCL. Prior to such filing and dissemination the Company shall set the Stockholder List Date as of the record date for purposes the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the The Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in agrees that it will cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation Exchange Act and other applicable Laws and for the notice to comply with Section 262 of the Schedule 14D-9 as may be reasonably requested by the CompanyDGCL. Unless or until there has been a Change in RecommendationEach of Parent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take further agrees to use all steps necessary to amend or supplement the Schedule 14D-9 and reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to be promptly filed with the SEC and to be promptly disseminated to the holders of Company Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, the “Schedule 14D-9”) including ), which, except as expressly contemplated by Section 6.02(d), shall describe and make the Board Recommendation (subject with respect to the Board Recommendation not having been withdrawn or modified) Offer, and promptly thereafter shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of Company Common Stock. The Company shall also include in the record date for purposes of receiving Schedule 14D-9 the notice required by Section 262(d)(2) of the DGCLFairness Opinion. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by Applicable Law to be set forth applicable securities laws for inclusion in the Schedule 14D-9 and provide such other assistance with the preparation 14D-9. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including ), which Schedule 14D-9 shall include the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modifiedmodified in accordance with Section 6.4) and shall (i) disseminate cause the Schedule 14D-9 to be disseminated to holders of Shares as and Preferred Shares and (ii) set to the Stockholder List Date as of the record date for purposes of receiving the notice extent required by Section 262(d)(2) of the DGCLapplicable Law. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been Prior to a Change in of Recommendation, if any, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (), which, subject to Section 5.2, shall contain the Board Recommendation not having been withdrawn or modified) and Company Recommendation. Parent shall (i) disseminate cause the Schedule 14D-9 to be disseminated to the holders of Shares along with the Offer Documents, in accordance with Rule 14d-9 under the Exchange Act and Preferred Shares and (ii) set the Stockholder List Date as Securities Laws. The Company shall cause the Schedule 14D- 9 to comply in all material respects with the Securities Laws. The Company shall deliver copies of the record date for purposes of receiving the notice required by Section 262(d)(2) proposed form of the DGCLSchedule 14D-9 (including any amendments or supplements thereto) to Parent within a reasonable time prior to the dissemination or filing thereof for review and comment by Parent and its counsel. Each of the Company, Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (Cii) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable the Securities Laws. The Company shall provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent, Merger Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). (b) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to Merger Sub (i) a list of the names and addresses of the record holders of Shares as of the most recent practicable date, as well as mailing labels containing such names and addresses and (ii) security position lists, computer files and any other information identifying the beneficial owners of Shares, in each case as of the most recent practicable date which the Company or its transfer agent have in their possession or control or can obtain without unreasonable effort or expense. The Company shall furnish or cause to be furnished to Merger Sub such additional information (including updates to the items provided pursuant to the preceding sentence) and such other assistance as Merger Sub may reasonably request in communicating the Offer to the record and beneficial owners of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with is commenced, following the SECfiling of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case, as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.1(b), shall reflect the Company Board Recommendation not having been withdrawn or modified) and Recommendation. The Company agrees that it shall cause the Schedule 14D-9 (i) disseminate to comply in all material respects with the Schedule 14D-9 to holders of Shares Exchange Act and Preferred Shares other applicable Legal Requirements and (ii) set to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Stockholder List Date as statements therein, in light of the record date for purposes of receiving the notice required circumstances under which they were made, not misleading; provided, however, that no covenant is made by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all with respect to information concerning supplied by or on behalf of Parent and Merger Sub required or Purchaser for inclusion or incorporation by Applicable Law to be set forth reference in the Schedule 14D-9 and provide such other assistance with the preparation 14D-9. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case case, as and to the extent required by Applicable Lawapplicable federal securities laws, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d) of the DGCL. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC and the Company shall give reasonable and good faith consideration to any such comments made by Parent or its counsel. The Company agrees to provide Parent and its counsel with any comments (including oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments (including oral comments). The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On The Company hereby consents to the Offer and represents that its Board of Directors (the "Board") at a meeting duly called and held, has (i) determined as of the date hereof that each of the Offer Documents are filed and the Merger is fair to and in the best interests of the stockholders of the Company, and (ii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the stockholders of the Company; provided, however, that such recommendations may be withdrawn, modified or amended to the extent that the Board determines in good faith, after consultation with its counsel, that the SECfailure to take such action may constitute a breach of the Board's fiduciary duties under, or otherwise violate, applicable law. The Company further represents that PaineWebber Incorporated has delivered to the Board its opinion that the consideration to be received by the stockholders pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view based on, and subject to, the assumptions and qualifications set forth in such opinion. Subject to the provisions of Article VIII, the Company shall hereby agrees to use its best efforts to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to (the Offer (such "Schedule 14D-9, as amended from time ") containing such recommendations with the SEC and to time, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the mail such Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as stockholders of the record date for purposes of receiving Company contemporaneous with the notice required by Section 262(d)(2) commencement of the DGCL. Parent and Merger Sub shall promptly furnish to Offer, but in any event not later than 10 business days following the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation commencement of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, Offer. (ib) Parent Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents before they are filed with the SEC or dissemination of such documents to the stockholders of SEC. In addition, the Company agrees to provide Purchaser, Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent their counsel in writing with any comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawthereof.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed Contemporaneous with the SECfiling of the Schedule TO, the Company shall shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (that shall, subject to the Board Recommendation not having been withdrawn or modifiedprovisions of Section 6.4(c) and shall (i) disseminate Section 6.4(e), contain the Company Recommendation and, among other things, the opinion of the Company’s financial advisor. The Company further agrees to comply with the Exchange Act and the terms and conditions of this Agreement to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as promptly. Each of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) correct promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable law. The Company further agrees to comply with the Exchange Act and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 terms and conditions of this Agreement to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected (if applicable), to be filed with the SEC and disseminated to holders of Shares. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to the SEC or the staff of the SEC with respect to the Schedule 14D-9 and unless a Company Change in Recommendation shall have occurred, the Company shall provide Parent, Purchaser and their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses, or material oral responses, to such comments, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. Unless a Company Change in Recommendation shall have occurred, the Company shall use commercially reasonable efforts to permit the Parent, Purchaser or their counsel to participate with the Company or its Representatives in any discussions or meetings with the SEC. (b) 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 files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, and shall promptly furnish Purchaser with such information and assistance (including lists of holders of the Shares, updated promptly from time to time upon Purchaser’s request, and their addresses, mailing labels and lists of security positions) as Purchaser or its agent reasonably may request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser shall hold in confidence the information contained in any such labels, listings and files in accordance with the Confidentiality Agreement and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company or destroy (and shall use their respective commercially reasonable efforts to cause their agents and Representatives to deliver or destroy) all copies and any extract or summaries of such information then in their possession or control. At the reasonable request of Parent, the Company shall cause its officers and directors to use their respective commercially reasonable efforts to make solicitations and recommendations to the holders of SharesShares for purposes of causing the Minimum Condition to be satisfied, including, upon Parent’s reasonable request, jointly prepare together with Parent and Purchaser, a presentation to any proxy advisory firm as designated by Parent to recommend this Agreement and the Transactions, including the Offer and the Merger, but subject in each case as and all respects to the extent required by Applicable Lawprovisions of Sections 6.3 and 6.4.

Company Actions. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer, the Merger and the other Transactions, and shall exercise reasonable best efforts to prevent any Takeover Laws from restricting, prohibiting or impeding the Offer, the Merger and the other Transactions. The Company has been advised that all of its directors and officers who own shares of Company Common Stock intend to tender their shares of Company Common Stock into the Offer. The Company shall not, and shall cause its subsidiaries not to, tender any shares of Company Common Stock held by the Company or any of its subsidiaries (other than any shares of Company Common Stock held on behalf of third parties) into the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including containing and describing the Board Recommendation (subject recommendations referred to the Board Recommendation not having been withdrawn or modifiedin Section 3.04(b) and shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesCommon Stock. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and to be disseminated to the holders of Sharesshares of Company Common Stock, in each case as and to Table of Contents the extent required by Applicable applicable U.S. federal securities law, including applicable SEC rules and regulations thereunder. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and all amendments and supplements to the Schedule 14D-9 prior to their being filed with the SEC or disseminated to holders of Company Common Stock. The Company also agrees to provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall consult with and provide Parent and its counsel a reasonable opportunity to review and comment on the response of the Company to such comments prior to responding. The Company shall promptly supply to the Parent and Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required under applicable U.S. federal securities laws to be included in the Offer Documents or that may be reasonably request by the Parent and Sub in connection with the preparation of the Offer Documents. (c) In connection with the Offer, the Company will, or will cause its transfer agent to, promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists in the Company’s possession or control of securities positions of shares of Company Common Stock held in stock depositories, in each case as of a recent date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Subject to the requirements of applicable Law, and, except for such steps as are necessary to disseminate the Schedule TO, the Form S-4 and the Offer Documents and any other documents necessary to consummate the Offer and the transactions contemplated by this Agreement, Parent and Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any supplements or amendments thereto, and including all exhibits thereto, the “Schedule 14D-9”) including containing the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) Section 6.3(a)), and promptly thereafter shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCLCompany Common Stock. Parent and Merger Acquisition Sub shall promptly furnish to the Company all information concerning Parent and Merger Acquisition Sub that may be required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be applicable Laws or reasonably requested by the Company. Unless or until there has been a Change Company for inclusion in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination 14D-9. Each of such documents to the stockholders of the Company Parent, Acquisition Sub and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, respect and provide additional information for use in the Schedule 14D-9 if and to the extent that such Party determines that failure to include such information would cause the Schedule 14D-9 to omit to state any material fact required to be stated therein. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable Laws. The Company shall promptly notify Parent and Acquisition Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Acquisition Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or the staff of the SEC. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Acquisition Sub and their respective counsel a reasonable opportunity to review and to propose comments on such document or response. The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Company Board Recommendation (subject to Section 6.3(a)).

Company Actions. (a) Schedule 14D-9. On The Company shall file on the date of the commencement of the Offer Documents are filed with the SEC, in a manner that complies with Rule 14d-9 under the Company shall file with the SEC 1934 Act, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including that shall contain the Company Board Recommendation (subject and the notice and other information required by Section 262(d)(2) of the DGCL; provided, however, that such document shall not be required to include the Company Board Recommendation if the Company Board shall have made a Company Adverse Recommendation Change in accordance with Section 8.03(b). Parent shall furnish all information concerning Parent and its Affiliates to the Board Recommendation not having been withdrawn or modified) Company, and provide such other assistance, as may be reasonably requested by the Company to be included therein. The Company shall (i) disseminate promptly cause the Schedule 14D-9 to be disseminated to holders of Shares shares of Company Stock, as and Preferred Shares and (ii) set to the extent required by all applicable laws, including the 1934 Act, including by setting the Stockholder List Date as of the record date for purposes the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish If, prior to the Acceptance Time, any event occurs with respect to the Company all or any Company Subsidiary, or any change occurs with respect to other information concerning Parent and Merger Sub required included by Applicable Law to be set forth the Company in the Schedule 14D-9 (other than information supplied by Parent for inclusion therein), on the one hand, or any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information supplied by Parent for inclusion in the Schedule 14D-9, on the other hand, upon becoming aware of such information the Company or Parent, as applicable, shall promptly notify the other such event and provide such other assistance shall cooperate with the preparation other in the prompt filing with the SEC of any necessary amendment or supplement to the Schedule 14D-9 and, as may be reasonably requested required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Unless The Company shall promptly notify Parent upon the receipt of any comments from the SEC or until there has been a Change in Recommendationany request from the SEC for amendments or supplements to the Schedule 14D-9 and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Schedule 14D-9. Notwithstanding the foregoing, prior to filing or mailing the Schedule 14D-9 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (i) provide Parent shall be given reasonable with an opportunity to review and comment upon on such document or response (including the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination proposed final version of such documents to the stockholders of the Company and the Company shall give reasonable and document or response), (ii) consider in good faith consideration to any all comments made reasonably proposed by Parent and (iiiii) not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, delayed or conditioned. The Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the 1934 Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and the Merger. (b) From time to time as requested by Acquisition Sub or its agents, the Company shall furnish or cause to be furnished to Acquisition Sub mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files available to it containing the names and addresses of the record or beneficial owners of Company Stock as of the most recent practicable date, and shall promptly furnish Acquisition Sub with such information (Aincluding, but not limited to, updated lists of holders of Company Stock and their addresses, mailing labels, security position listings and non-objecting beneficial owner lists) promptly provide Parent in writing any comments the Company may receive from the SEC and such other assistance as Acquisition Sub or its staff agents may reasonably request in communicating with respect the record and beneficial holders of Company Stock, in connection with the preparation and dissemination of the Offer Documents and the solicitation of tenders of shares of Company Stock in the Offer (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 promptly are first disseminated, the “Stockholder List Date”). Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with such transactions and, if this Agreement is terminated, shall, upon request, deliver, and cause their agents to deliver, to the Company all copies of such information then in their possession. (c) The Company shall register the transfer of shares of Company Stock accepted for payment effective immediately after the receipt time at which Acquisition Sub accepts for payment shares of such comments (Company Stock tendered and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior not properly withdrawn pursuant to the filing thereof and Offer (C) give reasonable and good faith consideration to any comments made by Parent on any the “Acceptance Time”); provided that Acquisition Sub pays for such responses. Each shares of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that Common Stock at or immediately after such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawtransfer.

Company Actions. (a) 3.3.1 Schedule 14D-9. On the date the Offer Documents are filed Concurrently with the SECfiling of the Combined Schedule TO and Schedule 13e-3, the Company shall file with the SEC and disseminate to holders of the Company Securities, in each case as and to the extent required by applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that shall include the Company Board Recommendation (subject except to the extent that the Company effects a Change in Company Board Recommendation not having been withdrawn or modified) and pursuant to Section 7.1.2(e)). The Company agrees that it shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and other applicable Law. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give agrees, within a reasonable and good faith consideration period of time, to respond to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and the Schedule 14D-9 as corrected to be disseminated to the holders of Sharesthe Company Securities, in each case as and to the extent required by Applicable applicable Law, by the SEC or its staff, or by the NYSE. Parent, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, its outside legal counsel, financial advisors and other representatives. The Company agrees to provide Parent, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that the Company, its outside legal counsel, financial advisors and other representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of the Company to those comments (to which reasonable and good faith consideration shall be given). Parent shall, and shall cause Purchaser to, promptly furnish or otherwise make available to the Company, its outside legal counsel, financial advisors and other representatives all information concerning Parent and Purchaser that may be required in connection with any action contemplated by this Section 3.3.1, including such information required by applicable Law to be set forth in the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with is commenced, following the SECfiling of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.1(b), shall reflect the Company Board Recommendation not having been withdrawn or modified) and Recommendation. The Company agrees that it shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and other applicable Legal Requirements. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in RecommendationParent, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Purchaser and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Purchaser shall promptly furnish or otherwise make available to Company or Company’s legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to such comments of the SEC or its staff.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable following the filing of the Schedule TO but in no event later than one (1) business day after the date of the Offer Documents are filed with filing of the SECSchedule TO (or such other date as mutually agreed upon by the Parties), the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.1(b), shall reflect the Company Board Recommendation not having been withdrawn or modified) and shall (i) disseminate Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders comply in all material respects with the Exchange Act and other applicable Legal Requirements. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration agrees to respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning Parent and Merger Sub that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Shares, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held, at which all directors were present (in person or by telephone), duly and unanimously adopted resolutions declaring advisable, approving and adopting this Agreement, approving the Offer and the Merger, taking all action necessary to render the provisions of Section 203 of the DGCL (as defined in Section 2.1) inapplicable to the Offer, the Merger and the Stockholder Agreements, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders adopt this Agreement and approve the Merger. The Company represents and warrants that its Board of Directors has received the opinion of X. X. Xxxxxx Securities, Inc. that the proposed consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company has been advised by each of its directors and executive officers that each such person intends to tender all Shares owned by such person pursuant to the Offer. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “"Schedule 14D-9”") including containing the Board Recommendation (subject recommendation described in Section 1.2(a), and the Company shall cause to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate be disseminated the Schedule 14D-9 to holders of Shares as and Preferred Shares and (ii) set to the Stockholder List Date as of the record date for purposes of receiving the notice extent required by Section 262(d)(2) of the DGCLapplicable federal securities laws. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the The Company, Parent and Merger Sub shall each promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9, and any amendments thereto, prior to filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to cooperate with Parent, Sub and their counsel in responding to any such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent or agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control, to the extent reasonably available to the Company, regarding the beneficial owners of Shares and any securities convertible into Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and will use their reasonable best efforts to cause their agents to deliver, to the Company all copies of such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable after the date Purchaser commences (within the meaning of Rule 14d 2 under the Exchange Act) the Offer Documents are and Parent causes the Schedule TO to be filed with the SEC, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that, subject to Section 7.1(b), shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving include the notice and other information required by Section 262(d)(2) of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to information supplied by Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Merger Sub Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 Purchaser and provide such other assistance with the preparation of the Schedule 14D-9 as their stockholders that may be reasonably requested required in connection with any action contemplated by the Company. Unless or until there has been a Change in Recommendation, (ithis Section 2.2(a) Parent shall be given reasonable opportunity so as to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of enable the Company to comply with its obligations hereunder. Each of Parent, Purchaser and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with prompt notice of any comments (whether written or oral) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 (which notice shall include a copy of any written comments) and the Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On the date As promptly as practicable after the Offer Documents are filed with the SECSEC (and in any event, within four (4) Business Days after the filing of the Schedule TO), the Company shall file or cause to be filed with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all exhibits, as amended from time to timeamendments and supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to the Board Recommendation not having been withdrawn or modifiedSection 6.3(e) and Section 6.3(f), shall (i) disseminate contain and reflect the Company Board Recommendation. The Company shall also include in the Schedule 14D-9 the opinion of the Company Financial Advisor. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as Shares. Each of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub and Parent shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub and Parent that may be required by Applicable applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance or reasonably requested in connection with any actions contemplated by this Section 1.2(a). The Company shall cause the Schedule 14D-9 to be filed with the preparation SEC pursuant to this Section 1.2(a) to be disseminated to the Company’s stockholders as and to the extent required by the Exchange Act concurrently with the dissemination of the Schedule 14D-9 as may be reasonably requested TO to the holders of Company Common Stock by the CompanyMerger Sub. Unless or until there has been Except with respect to any amendments filed in connection with a Change in of Recommendation, (i) the Company agrees to provide Mxxxxx Sub, Parent shall be given and their counsel reasonable opportunity to review and comment upon on the Schedule 14D-9 and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company SEC, and the Company shall give reasonable and good faith consideration to any comments made by Mxxxxx Sub, Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsestheir counsel. Each of the Company, Mxxxxx Sub and Parent and Merger Sub shall agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent such Party has become aware that such information shall have become false or misleading in any material respect, and the . The Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented corrected, to be filed with the SEC and disseminated to the holders of SharesCompany’s stockholders, in each case as and to the extent required by Applicable applicable Law. Upon receipt of any written or oral comments or requests for amendments or supplements by the Company or its counsel from any Governmental Authority or its staff with respect to the Schedule 14D-9, the Company agrees to (i) promptly provide Merger Sub, Parent and their counsel with a copy of any such written comments or requests for amendments or supplements (or a description of any such oral comments); (ii) provide Merger Sub, Parent and their counsel a reasonable opportunity to comment on any proposed response thereto, and to give reasonable and good faith consideration to any such comments made by Merger Sub, Parent or their legal counsel prior to responding to any such comments or requests; (iii) provide the Company and its counsel an opportunity to participate with Merger Sub, Parent or their counsel in any materials discussions or meetings with any Governmental Authority or its staff regarding the Schedule 14D-9; and (iv) provide Merger Sub or Parent with copies of any written comments or responses submitted by the Company in response thereto. (b) In connection with the Offer, no later than two (2) Business Days prior to the Offer Commencement Date, the Company shall, or shall cause its transfer agent to, promptly furnish Merger Sub and Parent with (i) mailing labels containing the names and addresses of all record holders of Shares; and (ii) security position listings of Shares held in stock depositories, each as of a recent date, and of those Persons who become record or beneficial owners subsequent to such date, together with other readily available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Merger Sub and Parent with such additional information, including updated listings and computer files of record holders and beneficial holders of Shares, mailing labels, addresses, and security position listings, and such other assistance as Merger Sub, Parent or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Parent and Merger Sub shall use such information only in connection with the Offer and the Merger and shall take such actions as may be reasonably required to protect the unauthorized disclosure or use of information received by it pursuant to this Section 1.2(b) and shall use reasonable best efforts to have such information returned or destroyed in accordance with the terms of the Confidentiality Agreement governing such information.

Company Actions. (a) 3.3.1. Schedule 14D-9. On the date the Offer Documents are filed Concurrently with the SECfiling of the Schedule TO, the Company shall file with the SEC and disseminate to holders of the Company Securities, in each case as and to the extent required by applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that shall include the Company Board Recommendation (subject except to the extent that the Company effects a Change in Company Board Recommendation not having been withdrawn or modified) and pursuant to Section ‎7.1.2(f)). The Company agrees that it shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company comply in all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance material respects with the preparation Exchange Act and other applicable Law. Each of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give agrees, within a reasonable and good faith consideration period of time, to respond to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect and to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect, and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and the Schedule 14D-9 as corrected to be disseminated to the holders of Sharesthe Company Securities, in each case as and to the extent required by Applicable applicable Law, by the SEC or its staff, or by NASDAQ. Parent, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, its outside legal counsel, financial advisors and other representatives. The Company agrees to provide Parent, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that the Company, its outside legal counsel, financial advisors and other representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of the Company to those comments (to which reasonable and good faith consideration shall be given). Parent shall, and shall cause Purchaser to, promptly furnish or otherwise make available to the Company, its outside legal counsel, financial advisors and other representatives all information concerning Parent and Purchaser that may be required in connection with any action contemplated by this Section ‎3.3.1, including such information required by applicable Law to be set forth in the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On the date As promptly as practicable on the Offer Documents are filed Commencement Date, concurrently with or promptly following the SECfiling by Parent and Purchaser of the Schedule TO, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable Legal Requirements, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall that (i) disseminate unless the Schedule 14D-9 to holders Company Board has made a Company Adverse Change Recommendation in accordance with Section 6.1(b), shall reflect the Company Board Recommendation and include a copy of Shares and Preferred Shares the fairness opinion delivered by Centerview Partners LLC and (ii) set the Stockholder List Date as shall include a notice of the record date for purposes of receiving the notice required by appraisal rights and other information in accordance with Section 262(d)(2) of the DGCL. Parent and Merger Sub The Company agrees that it shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation of Exchange Act and the Schedule 14D-9 as may be reasonably requested by the Companyrules and regulations thereunder and other applicable Legal Requirements. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made requested otherwise by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent shall cause the Schedule 14D-9 to be disseminated to the holders of Shares together with the Offer Documents. Each of Parent, Purchaser and Merger Sub shall the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company shall take further agrees to use all steps necessary to amend or supplement the Schedule 14D-9 and reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to be promptly filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities laws. Parent and Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a) so as to enable the Company to comply with its obligations hereunder. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall provide Parent and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall use reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. The obligations of the Company, Parent and Purchaser in this Section 1.2(a) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so in accordance with the terms of this Agreement.

Company Actions. (a) Schedule 14D-9The Company hereby represents and warrants that the Company Board of Directors, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Company were present, duly and unanimously adopted resolutions (i) declaring that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable to and in the best interests of the Company and its stockholders, (ii) approving this Agreement, the Stockholder Agreements and the transactions contemplated hereby, including the Offer and the Merger, and (iii) recommending that the Company’s stockholders accept the Offer, tender their shares of Company Common Stock in the Offer and, if required by applicable Law in order to consummate the Merger or in connection with the One Step Merger, adopt this Agreement (such recommendation, the “Company Recommendation”). (b) Provided that no Change in Recommendation shall have occurred in accordance with Section 6.2(c) or 6.2(d), the Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents in a form and manner reasonably determined by the Company to be acceptable. The Company shall instruct its transfer agent to promptly furnish Parent with a true and correct list, as of the most recent practicable date, of the Company’s stockholders and their addresses, as well as mailing labels containing such names and addresses, 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 may reasonably request for purposes of communicating the Offer to the Company’s stockholders. Parent and Merger Sub shall hold all information furnished in accordance with this Section 1.2(b) in confidence in accordance with the terms and conditions of the confidentiality agreement, dated as of October 18, 2007, as amended or supplemented, between Parent and the Company (the “Confidentiality Agreement”), and shall use such information solely in connection with the communication and implementation of the Offer. (c) On the date the Offer Documents are Schedule TO is first filed with the SEC, the Company shall file with the SEC and disseminate to the Company’s stockholders a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9, as amended from time to timeany amendments or supplements thereto, the “Schedule 14D-9”) including that, unless a Change in Recommendation in accordance with Section 6.2(c) or 6.2(d) shall have occurred, shall contain the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders Company Recommendation. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by Applicable applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be or reasonably requested by the Company. Unless or until there has been a Change Company for inclusion in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses14D-9. Each of the Company, Parent and Merger Sub shall 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. The Company 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 Company’s stockholders, in each case, as and to the extent required by applicable federal securities Laws. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. The Company shall promptly provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). (d) The Company agrees (i) to promptly upon Parent’s request provide all information about the Company required to be disclosed in the Offer Documents, (ii) to use reasonable best efforts to cause the Company’s accountants to promptly deliver to Parent a duly executed consent of the Company’s accountants to allow Parent to include in the Registration Statement the Company’s financial statements and such accountants’ report thereon, (iii) that all information provided by the Company for inclusion or incorporation by reference in the Offer Documents will not (at the respective times such materials, or any amendments or supplements thereto, are filed with the SEC, first published, sent or given to stockholders of the Company, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer, or at the Effective Time, as the case may be) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iv) to promptly correct any information provided by the Company for the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. (e) Prior to the Acceptance Date, and to the extent necessary, the Company shall (acting through the entire Company Board of Directors or a special committee of the Company Board of Directors comprised solely of “independent directors” determined in accordance with Rule 14d-10(d)(2) of the Exchange Act) will take all steps that may be necessary or reasonably advisable to cause any employee agreement, plan or arrangement (whether in existence prior to or after the date hereof) pursuant to which consideration is or becomes payable to any officer, director or employee to be unanimously approved by the entire Company Board of Directors (or by such special committee) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) of the Exchange Act and to take all actions otherwise necessary to amend or supplement satisfy the Schedule 14D-9 and to cause requirements of the Schedule 14D-9 as so amended or supplemented to be filed with non-exclusive safe harbor set forth in Rule 14d-10(d) of the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable LawExchange Act.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Agreement. (b) On the date the Offer Documents are filed with the SECfirst disseminated to holders of Company Common Stock, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the “Schedule "SCHEDULE 14D-9”") including describing the Board Recommendation (subject recommendations referred to the Board Recommendation not having been withdrawn or modifiedin Section 3.03(b) and shall (i) disseminate mail the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set Company Common Stock; PROVIDED, HOWEVER, that the Stockholder List Date as of Company Board or the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish Special Committee may determine not to make such recommendations or such recommendations may be withdrawn or modified to the Company all information concerning Parent and Merger Sub required by Applicable Law extent that the Special Committee determines in good faith, after consultation with outside legal counsel, that such recommendations would be inconsistent with its fiduciary duties to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and under applicable law. The Schedule 14D-9 shall comply in all material respects with the Company shall give reasonable and good faith consideration to any comments made provisions of the Exchange Act, assuming the accuracy of the information provided in writing for inclusion therein by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesMerger Sub. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable Federal securities laws. Parent and its counsel shall be given the opportunity to review the Schedule 14D-9 prior to its initial filing with the SEC. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company shall provide Parent and Merger Sub and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9 or this Agreement. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Parent and Merger Sub promptly with mailing labels and electronic files containing the names and addresses of the record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files, and shall furnish to Parent and Merger Sub such additional information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent and Merger Sub may reasonably request in connection with communicating the Offer to the Company's stockholders.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including the Board Recommendation (that, subject to Section 6.02, shall contain the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders Company Recommendation. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and use reasonable efforts to cause the Schedule 14D-9 as so amended or supplemented corrected to promptly be filed with the SEC and to promptly be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its counsel any information concerning Parent or Merger Sub that is required by the Exchange Act or advisable to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. Unless the Company Board has made a Change of Recommendation, the Company shall provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.02, the Company consents to the inclusion in the Offer Documents of a description of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date of commencement of the Offer Documents are filed with (within the SECmeaning of Rule 14d-2 under the Exchange Act), the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate, in accordance with applicable U.S. Federal securities Laws and Section 262 of the DGCL, to holders of shares of Company Common Stock a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that, subject to Section 5.02, shall contain the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders a notice of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by appraisal rights in accordance with Section 262(d)(2) 262 of the DGCL. Parent and Each of Parent, Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration agrees to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent such party becomes aware that such information shall have become false or misleading in any material respect, and the Company shall take further agrees to use all steps necessary reasonable efforts to amend or supplement the Schedule 14D-9 and to promptly cause the Schedule 14D-9 as so amended or supplemented corrected to be filed with the SEC and to promptly be disseminated to the holders of Sharesshares of Company Common Stock, in each case as and to the extent required by Applicable applicable Law. Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its legal counsel any information concerning Parent, Merger Sub or any Affiliate of Parent that is required by the Exchange Act to be set forth in the Schedule 14D-9 or that is reasonably requested in connection with any action contemplated by this Section 1.02(a). Unless the Board of Directors of the Company has made an Adverse Recommendation Change, (i) Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel, (ii) the Company agrees to provide Parent and its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and (iii) the Company shall give Parent and its counsel a reasonable opportunity to participate in the formulation of any written response to any comments of the SEC or its staff with respect to the Schedule 14D-9, and the Company shall respond promptly to any such comments. To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Company Common Stock together with the Offer Documents disseminated to the holders of Company Common Stock. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories as of the most recent practicable date, to the extent known by the Company, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer. Except as permitted by Section 5.05, Parent and Merger Sub and their Representatives shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Transactions and, if this Agreement shall be terminated, shall, upon written request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at Parent’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 1.01(h) and Section 5.02, the Company consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, with respect to the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to any amendments and supplements thereto and including the Offer (such Schedule 14D-9, as amended from time to timeexhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (which, subject to Section 6.04, shall contain the Company Board Recommendation not having been withdrawn or modified) and Recommendation. Parent shall (i) disseminate cause the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set be disseminated to the Stockholder List Date as shareholders of the record date for purposes of receiving Company along with the notice required by Section 262(d)(2) Offer Documents in accordance with Rule 14d-9 under the Exchange Act and Federal Securities Laws. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Federal Securities Laws. The Company shall deliver copies of the DGCLproposed form of the Schedule 14D-9 (including any amendments or supplements thereto) to Parent within a reasonable time prior to the dissemination or filing thereof for review and comment by Parent and its counsel, and shall consider in good faith any comments of Parent. Each of the Company, Parent and Merger Sub shall respond promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Federal Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawthe Federal Securities Laws. The Company shall provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (b) In connection with the Offer, if requested by Merger Sub, the Company shall promptly furnish or cause to be furnished to Merger Sub mailing labels containing the names and addresses of all record holders of Company Common Stock, a non-objecting beneficial owners list and security position listings of Company Common Stock held in stock depositories, each as of a recent date, and shall promptly furnish to Merger Sub such additional information, including updated lists of shareholders of the Company, mailing labels, security position listings and computer files, and such other information and assistance as Merger Sub or its agents may reasonably request for the purpose of communicating the Offer to the shareholders of the Company. Subject to the requirements of applicable Law and the Confidentiality Agreement, 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 Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with such transactions and, if this Agreement shall be terminated, will, upon request, deliver, and will cause their agents to deliver, to the Company, or destroy or cause their agents to destroy, all copies of such information then in their possession or control.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9together with all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (), which, subject to Section 6.1(b), shall contain the Company Recommendation and a description of the other Board Recommendation not having been withdrawn or modified) and Actions. Parent shall (i) disseminate cause the Schedule 14D-9 to be disseminated to the holders of Shares along with the Offer Documents, in accordance with Rule 14d-9 under the Exchange Act and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCLSecurities Laws. Parent and Merger Sub The Company shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation Securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 as may be reasonably requested by (including any amendments or supplements thereto) to Parent within a reasonable time prior to the Company. Unless dissemination or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to filing thereof for review and comment upon the Schedule 14D-9 by Parent and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the its counsel. The Company shall give reasonable and good faith consideration respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses14D-9. Each of the Company, Parent and Merger Sub Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable the Securities Laws. The Company shall provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. Parent and Purchaser shall promptly furnish to the Company all information concerning Parent, Purchaser and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). (b) In connection with the Offer, the Company shall promptly furnish or cause to be furnished to Purchaser (i) a list of the names and addresses of the record holders of Shares as of the most recent practicable date, as well as mailing labels containing such names and addresses and (ii) security position lists, computer files and any other information identifying the beneficial owners of Shares, in each case as of the most recent practicable date which the Company or its transfer agent have in their possession or control or can obtain without unreasonable effort or expense. The Company shall furnish or cause to be furnished to Purchaser such additional information (including updates to the items provided pursuant to the preceding sentence) and such other assistance as Purchaser may reasonably request in communicating the Offer to the record and beneficial owners of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) Concurrently with the filing of the Schedule 14D-9. On TO, or (ii) if a Change in Recommendation shall have occurred in accordance with Section 6.03, no later than ten Business Days from the date of commencement of the Offer Documents are filed with the SECOffer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 in each case with respect to the Offer containing, to the extent that no Change in Recommendation shall have occurred in accordance with Section 6.03, the Special Committee Recommendation and the Company Board Recommendation (such Schedule 14D-9together with all amendments, as amended from time to timesupplements and exhibits thereto, the “Schedule 14D-9Recommendation Documents”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate cause the Schedule 14D-9 Recommendation Documents to be disseminated to the holders of Shares to the extent required by the Securities Laws and, in each case in a manner that complies with Rule 14d-9 under the Exchange Act and Preferred Shares and (ii) set the Stockholder List Date as Securities Laws. The Company shall deliver copies of the record date for purposes of receiving the notice required by Section 262(d)(2) proposed form of the DGCL. Recommendation Documents to Parent and Merger Sub shall promptly furnish its counsel within a reasonable time prior to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance filing thereof with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to SEC for review and comment upon the Schedule 14D-9 by Parent and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company its counsel and the Company shall give reasonable and good faith consideration to any comments made by such comments. Each of Parent and (ii) Merger Sub shall, and Parent shall cause any of its Affiliates to, promptly furnish, in writing, to the Company shall (A) all information concerning Parent, Merger Sub and the Affiliates of Parent that may be required by applicable Laws or reasonably requested by the Company for inclusion in the Recommendation Documents. The Company agrees to use reasonable best efforts to respond promptly provide Parent in writing to any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (Recommendation Documents, and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each each of the Company, Parent and Merger Sub shall agrees promptly correct to correct, in writing, any information provided by it for use in the Schedule 14D-9 Recommendation Documents if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 Recommendation Documents and to cause the Schedule 14D-9 Recommendation Documents, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable the Securities Laws. The Company shall provide Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or the Special Committee, or their respective counsel, receive from the SEC or its staff with respect to the Recommendation Documents promptly after the receipt of such comments and shall give Parent and its counsel a reasonable opportunity to review and comment on any written or oral responses to such comments, the Company shall give reasonable and good faith consideration to any such comments and allow Parent and its counsel a reasonable opportunity to participate in the response of the Company to the SEC comments, including to the extent practicable, by participating with the Company or its counsel in any discussions or meetings with the SEC. (b) In connection with the Offer and the Merger, the Company shall reasonably promptly furnish or cause to be furnished to Parent and Merger Sub (i) mailing labels, security position listings of Shares held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of Shares, each as of the most recent practicable date, and (ii) such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as Parent, Merger Sub or their agents may reasonably request in connection with communicating to the record and beneficial holders of Shares with respect to the Offer and the Merger. Subject to the requirements of applicable Law., and except for steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall use such information only in connection with the Transactions and, if this Agreement is terminated in accordance with Section 8.01, shall promptly destroy or deliver to the Company (and shall use their respective reasonable best efforts to cause their respective agents and representatives to destroy or deliver to the Company) all copies and any extract or summaries of such information in possession of Parent and Merger Sub and their respective agents and representatives and shall provide written certification to the Company of such destruction or delivery no later than ten Business Days from such termination

Company Actions. (a) Schedule 14D-9The Company hereby consents to the Offer and represents and warrants that its Board of Directors, at a meeting duly called and held, has duly adopted resolutions approving the Offer, this Agreement and the other transactions contemplated hereby, determining that the terms of the Offer are fair to, and in the best interests of, the Company's shareholders and recommending acceptance of the Offer by the shareholders of the Company (as well as, to the extent legally permissible, the Position Statement referred to in paragraph (b) below). On The Company hereby consents to the inclusion in the Registration Statement and the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2. (b) No later than the date the Offer Documents are filed with the SECis commenced, the Company shall file publish, send or give, within the meaning of Rule 14e-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a statement which shall ------------ comply in all material respects with the provisions of applicable federal securities laws and will contain the above recommendations of the Board in favor of the Offer, together with the reasons therefor (the "Position Statement"). The ------------------- Company will use its reasonable efforts to provide Parent with a copy of the Position Statement prior to the filing of the Registration Statement with the SEC (if applicable) so that Parent can include the Position Statement as part of the Offer Documents. The Company shall deliver the proposed form of the Position Statement to Parent within a Solicitation/Recommendation Statement on Schedule 14D-9 with respect reasonable time prior to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate the Schedule 14D-9 to holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as filing of the record date Registration Statement (if applicable) for purposes of receiving the notice required review and comment by Section 262(d)(2) of the DGCLParent and its counsel. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by Applicable Law to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto to the Position Statement prior to filing such documents with the SEC or dissemination of such documents to the stockholders shareholders of the Company. The Company and the Company shall give reasonable and good faith consideration agrees to any comments made by provide Parent and (ii) the Company shall (A) promptly provide Parent its counsel in writing any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 Position Statement promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesthereof. Each of the Company, Parent and Merger Sub each Shareholder shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent Position Statement that such information shall have become false or misleading in any material respect, respect and the Company shall further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 such Position Statement as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders shareholders of Sharesthe Company, in each case as and to the extent required by Applicable Lawapplicable federal securities laws.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to timetogether with any amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) including the Board Recommendation (which, subject to Section 5.2 hereof, shall contain the Company Board Recommendation not having been withdrawn or modified) and Recommendation. The Company shall (i) disseminate include the Company Fairness Opinion in the Schedule 14D-9. Parent shall cause the Schedule 14D-9 to holders be disseminated to the Stockholders along with the Offer Documents in accordance with Rule 14d-9 under the Exchange Act and Federal Securities Laws. Each of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish provide to the Company all information concerning Parent and Merger Sub that may be required by Applicable Law to be set forth Federal Securities Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. The Company shall cause the Schedule 14D-9 and provide such other assistance to comply in all material respects with the preparation Federal Securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 as may be reasonably requested by (including any amendments or supplements thereto) to Parent within a reasonable time prior to the Company. Unless dissemination or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to filing thereof for review and comment upon the Schedule 14D-9 by Parent and its Representatives, and shall reasonably consider in good faith any amendments and supplements thereto prior to filing such documents with the SEC comments of Parent or dissemination of such documents to the stockholders its Representatives. Each of the Company Company, Parent and the Company Merger Sub shall give reasonable and good faith consideration respond promptly to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from of the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by the Federal Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 14D-9, as so amended or supplemented supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawthe Federal Securities Laws. The Company shall provide Parent and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments and shall give reasonable and good faith consideration to any comments of the Parent or its Representatives and shall provide Parent with copies of any written comments or responses submitted by the Company in response thereto. The Company shall use reasonable best efforts to permit Parent and Merger Sub or their Representatives to participate with the Company and its Representatives in any discussions or meetings with the SEC. (b) In connection with the Offer, if requested by Merger Sub, the Company shall promptly furnish or cause to be furnished to Merger Sub mailing labels containing the names and addresses of all record holders of Company Common Stock, a non-objecting beneficial owners list and security position listings of Company Common Stock held in stock depositories, each as of the most recent practicable date, and shall promptly furnish to Merger Sub such additional information, including updated lists of Stockholders, mailing labels, security position listings and computer files, and such other information and assistance as Merger Sub or its Representatives may reasonably request for the purpose of communicating the Offer to the Stockholders. Subject to the requirements of applicable Law and the Confidentiality Agreement, 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 Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with such transactions and, if this Agreement shall be terminated, Parent and Merger Sub will, upon request by the Company, deliver to the Company or destroy, and will use their reasonable best efforts to cause their Representatives to deliver to the Company or destroy, all copies of such information then in any of their possession or control.

Company Actions. (a) Schedule 14D-9. On the date day that the Amended Offer Documents are filed with the SEC, the Company shall file with the SEC SEC, and shall promptly thereafter disseminate to holders of Shares, as and to the extent required by applicable federal securities Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with respect to the Offer (such Schedule 14D-9any exhibits, as amended from time to timeamendments or supplements thereto, the “Schedule 14D-9”) including that shall reflect the Company Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall (i) disseminate Recommendation. The Company agrees that it will cause the Schedule 14D-9 to holders of Shares comply in all material respects with the Exchange Act and Preferred Shares and (ii) set other applicable Laws. Without limiting the Stockholder List Date as generality of the record date for purposes foregoing, each of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly will furnish to the Company all the information concerning Parent and Merger Sub relating to it required by Applicable Law the Exchange Act to be set forth in the Schedule 14D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company14D-9. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the The Company shall give use its reasonable and good faith consideration best efforts to any resolve all SEC comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 as promptly as reasonably practicable after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responsesthereof. Each of the CompanyParent, Parent and Merger Sub shall promptly and the Company agrees to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information which shall have become false or misleading in any material respect, and the misleading. The Company shall take all steps necessary as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to amend or supplement the Schedule 14D-9 and any request by the SEC for any amendment to cause the Schedule 14D-9 as so amended or supplemented for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to be filed filing or mailing the Schedule 14D-9 (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and shall, in good faith, consider and incorporate the reasonable comments of Parent. (b) In connection with the SEC Offer, the Company shall cause its transfer agent to promptly furnish Parent with a list of the Company’s record stockholders, mailing labels and disseminated to any available listing or computer file containing the names and addresses of all record holders of Shares, any non-objecting beneficial owner lists and any available listings of securities positions of record holders of Shares held in stock depositories, in each case as and case, to the extent required by Applicable LawCompany’s knowledge, 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 may reasonably request in connection with communicating the Offer to the record and beneficial holders of Shares. Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control or under the control of any of their representatives or agents in accordance with the terms of the Confidentiality Agreement.