Common use of Plans for the Company Clause in Contracts

Plans for the Company. It is expected that, initially following the Offer and the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent currently has no immediate plans to change the Company's management. Following consummation of the Merger, however, Parent intends to conduct a review of the Company and its assets, its corporate structure, operations, properties, management and personnel and consider what, if any, changes would be desirable in light of the circumstances which then exist. Changes could include the acquisition or disposition of assets or other changes in the Company's capitalization, dividend policy, corporate structure, business, certificate of incorporation, bylaws, board of directors or management. GOVERNING LAW. The Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (the "Key Stockholders") enter into a Support Agreement (the "Support Agreements"). As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares and 387,060 options to purchase Shares in the aggregate, representing 33.2% of the Shares then outstanding and 29.5% of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant to the Support Agreements, each Key Stockholder has agreed: - to tender and not withdraw, pursuant to and in accordance with the terms of the Offer, all of the Shares owned by such Key Stockholder (the "Owned Shares"), and - not to vote the Owned Shares in favor of any Competing Transaction during the time the Support Agreement is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:

Plans for the Company. It The Proposed Merger The purpose of the Offer is expected thatto enable Parent and Purchaser to acquire control of, initially and ultimately the entire equity interest in, the Company. The Parent currently intends, following completion of the Offer, to seek to consummate the proposed Merger. The Parent intends that in the proposed Merger, each then outstanding Share (other than Shares owned by Parent, Purchaser or any of their wholly owned subsidiaries, Shares held in the treasury of the Company, and, if shareholder dissenter's rights are available with respect to Shares, Shares held by shareholders who perfect any available dissenter's rights under the IBCL) would be converted into the right to receive in cash the same price per Share paid by the Purchaser pursuant to the Offer. In general, pursuant to the IBCL, the approval of both the shareholders and the board of directors of a corporation is required to effect a proposed merger of that corporation with or into another corporation except that no shareholder approval is required in the case of a corporation merging with a parent that owns 90% or more of the corporation pursuant to the provisions of Section 23-1-40-4 of the IBCL. A merger effected pursuant to such provision is referred to herein as a "short-form merger." If the Offer is consummated and Purchaser acquires 90% or more of the outstanding Shares pursuant to the Offer (and subsequent purchases, if any), it will seek to effect the proposed Merger as a short-form merger promptly thereafter. As described above, if the Offer is consummated and Purchaser acquires less than 90% of the outstanding shares pursuant to the Offer (and subsequent purchases, if any), the Merger can only be effected with the approval of the Company's Board of Directors and shareholders. If the Director Majority Condition is satisfied, the Purchaser's director nominees will constitute a majority of the Company's Board and should be able to cause the Company Board to approve the Merger. If the Minimum Condition and the other conditions to the Offer are satisfied, Purchaser will own a majority of the outstanding Shares following consummation of the Offer and the Merger, the business and operations voting power necessary to assure approval of the Company will, except as set forth in this Offer to Purchase, be continued proposed Merger by the Company substantially as they are currently being conducted. Parent currently has no immediate plans to change the Company's managementshareholders. Following consummation Certain terms of the MergerCharter, howeverthe By-laws, certain of the Company's contractual obligations (including the Rights and the terms of its outstanding indebtedness) and Chapters 42 and 43 of the IBCL may affect the ability of the Parent intends to conduct a review obtain control of the Company and its assets, its corporate structure, operations, properties, management and personnel and consider whatto cause the Purchaser to consummate the proposed Merger. The Purchaser believes that, if anythe Minimum Condition, changes would the Rights Condition, the Supermajority Condition, the Business Combination Condition, the Control Share Condition, the Director Majority Condition and the QDI Indebtedness Condition are satisfied, it should be desirable in light able to implement the proposed Merger. Nevertheless, the Parent can give no assurance that the proposed Merger will be consummated or as to the timing of the circumstances which then exist. Changes could include the acquisition or disposition of assets or other changes in the Company's capitalization, dividend policy, corporate structure, business, certificate of incorporation, bylaws, board of directors or management. GOVERNING LAW. The proposed Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (the "Key Stockholders") enter into a Support Agreement (the "Support Agreements"). As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares and 387,060 options to purchase Shares in the aggregate, representing 33.2% of the Shares then outstanding and 29.5% of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant to the Support Agreements, each Key Stockholder has agreed: - to tender and not withdraw, pursuant to and in accordance with the terms of the Offer, all of the Shares owned by such Key Stockholder (the "Owned Shares"), and - not to vote the Owned Shares in favor of any Competing Transaction during the time the Support Agreement if it is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:consummated.

Plans for the Company. It is expected thatThe Company does not currently have any operations. Following the completion of the Offer, initially following the Purchaser may propose one or more transactions with the Company, which may include the lending of funds by the Company at competitive interest rates or even the liquidation of the Company. The Purchaser has not finalized any such plans or proposals. REVERSE SPLIT. Following the purchase of Class A Shares by the Purchaser pursuant to this Offer, the Purchaser may propose to the Company that the Company effectuate a 50,000 to 1 reverse stock split of the Class A Shares and the Class B Shares, with fractional shares paid in cash at the Offer Price (on a pre-split basis). The effect of such a reverse stock split may be to further reduce the number of holders of Class A Shares and Class B Shares; however, as the MergerCompany has already filed a Form 15 with the Commission, the business Company's reporting obligations and operations registration status should not be further impacted by the Reverse Split other than by making it less likely that in the near future the number of stockholders of the Company willwould rise to a level that would require the Company to re-register with the Commission. Such a reduction may further limit the liquidity of the Class A Shares and the Class B Shares and may have the effect of cashing out stockholders of the Company that chose not to tender their Class A Shares pursuant to this Offer. Assuming the Minimum Condition is met, except the Purchaser, with the Class A Shares and Class B Shares subject to the Lock-Up and Voting Agreement, will have sufficient votes to approve the Reverse Split. See Section 7. Except as set forth otherwise described in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent currently Purchaser has no immediate current, definite plans to change or proposals that would relate to, or result in, any extraordinary corporate transaction involving the Company's management. Following consummation The Tender Offer Agreement provides that, commencing upon the purchase of the Mergertendered Class A Shares pursuant to the Offer, howeverand from time to time thereafter, Parent intends Purchaser will be entitled to conduct a review designate directors to serve on the Board of Directors of the Company and its assets, its corporate structure, operations, properties, management and personnel and consider what, if any, changes would be desirable in light as described below under "The Tender Offer Agreement-Board of Directors." THE TENDER OFFER AGREEMENT The following is a summary of certain provisions of the circumstances Tender Offer Agreement, which then exist. Changes could include is filed as an Exhibit to the acquisition or disposition of assets or other changes in the Company's capitalization, dividend policy, corporate structure, business, certificate of incorporation, bylaws, board of directors or management. GOVERNING LAW. The Merger Agreement and the other transaction agreements are governed by and construed in accordance Tender Offer Statement on Schedule 14D-1 filed with the laws of Purchaser with the State of California, without regard to Commission in connection with the conflicts of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx Offer (the "Key StockholdersTender Offer Statement") enter into a Support Agreement (the "Support Agreements")and is incorporated herein by reference. As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares and 387,060 options to purchase Shares Such summary is qualified in the aggregate, representing 33.2% of the Shares then outstanding and 29.5% of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant its entirety by reference to the Support Agreements, each Key Stockholder has agreed: - to tender and not withdraw, pursuant to and in accordance with the terms of the Offer, all of the Shares owned by such Key Stockholder (the "Owned Shares"), and - not to vote the Owned Shares in favor of any Competing Transaction during the time the Support Agreement is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:Tender Offer Agreement.

Plans for the Company. It is expected thatIf a majority of the outstanding Shares are purchased by the Purchaser pursuant to the Offer, initially following Parent may designate its representatives as a majority of the Company's Board of Directors. Following completion of the Offer and the Merger, the Parexx'x xealthcare and senior living business and operations of will be combined with the Company will, except and will operate as set forth in this Offer to Purchase, be continued by a separate indirect subsidiary of Purchaser. Parent's principal reason for acquiring the Company substantially as they are currently being conducted. Parent currently has no immediate plans to change is the strategic fit of the Company's managementoperations with Parent's operations. Following consummation of the Merger, however, Parent intends to conduct a continue to review of the Company and its assets, its corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and consider to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances which then existexisting, and reserves the right to take such actions or effect such changes as it deems desirable. Changes could include So long as there are holders of Shares other than Parent or any of its subsidiaries, Parent expects that the acquisition or disposition Board of assets or other changes Directors of the Company will not declare dividends on the Shares; therefore unless the Offer is extended past March 30, 2001, the Company would not expect to declare any additional dividends. Dissenters' Rights THE FOLLOWING DESCRIPTION OF CERTAIN PROVISIONS OF THE GBCC IS NOT NECESSARILY COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE GBCC. Shareholders do not have dissenters' rights as a result of the Offer. However, if the Merger is consummated, shareholders of the Company at the time of the Merger who do not vote in favor of the Company's capitalization, dividend policy, corporate structure, business, certificate Merger and comply with all statutory requirements will have the right under the GBCC to demand and receive payment in cash of incorporation, bylaws, board the fair value of directors or management. GOVERNING LAW. The their Shares outstanding immediately prior to the effective date of the Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws Article 13 of the State of California, without regard to the conflicts of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (the "Key Stockholders") enter into a Support Agreement (the "Support Agreements"). As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares and 387,060 options to purchase Shares in the aggregate, representing 33.2% of the Shares then outstanding and 29.5% of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant to the Support Agreements, each Key Stockholder has agreed: - to tender and not withdraw, pursuant to and in accordance with the terms of the Offer, all of the Shares owned by such Key Stockholder (the "Owned Shares"), and - not to vote the Owned Shares in favor of any Competing Transaction during the time the Support Agreement is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:GBCC.

Plans for the Company. It Pursuant to the terms of the Merger Agreement, promptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, prior to the Effective Time the Company Board will always have at least two members who are neither officers, directors, shareholders nor designees of Purchaser of any of its affiliates, and the Company will continue to comply with the Nasdaq National Market requirements with respect to independent directors. Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it is expected that, initially following the Offer and consummation of the MergerOffer, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent currently has no immediate plans will continue to change evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's managementbusiness, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business. As a result of the completion of the Offer, the interest of Parent in the Company's net book value and net earnings will be in proportion to the number of Shares acquired in the Offer. If the Merger is consummated, Xxxxxx's interest in such items and in the Company's equity generally will equal 100% and Parent and its subsidiaries will be entitled to all benefits resulting from such interest, including all income generated by the Company's operations and any future increase in the Company's value. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any future decrease in the value of the Company after the Merger. Subsequent to the Merger, current shareholders of the Company will cease to have any equity interest in the Company, will not have the opportunity to participate in the earnings and growth of the Company after the Merger and will not have any right to vote on corporate matters. Similarly, shareholders will not face the risk of losses generated by the Company's operations or decline in the value of the Company after the Merger. The Shares are currently traded on the Nasdaq National Market. Following the consummation of the Merger, howeverthe Shares will no longer be listed on the Nasdaq National Market and the registration of the Shares under the Exchange Act will be terminated. Accordingly, Parent intends to conduct a review after the Merger there will be no publicly-traded equity securities of the Company outstanding and its assets, its corporate structure, operations, properties, management and personnel and consider whatthe Company may no longer be required to file periodic reports with the Commission. See Section 13--"Certain Effects of the Offer." It is expected that, if anyShares are not accepted for payment by Purchaser pursuant to the Offer and the Merger is not consummated, changes would be desirable in light the Company's current management, under the general direction of the circumstances which then existcurrent Company Board, will continue to manage the Company as an ongoing business. Changes could include Except as described above or elsewhere in this Offer to Purchase, Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the acquisition Company or disposition any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or other changes any of its subsidiaries, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's capitalization, capitalization or dividend policy, (v) any other material change in the Company's corporate structure, structure or business, certificate (vi) a class of incorporation, bylaws, board of directors or management. GOVERNING LAW. The Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws securities of the State Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of California, without regard to the conflicts a registered national securities association or (vii) a class of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (the "Key Stockholders") enter into a Support Agreement (the "Support Agreements"). As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares and 387,060 options to purchase Shares in the aggregate, representing 33.2% equity securities of the Shares then outstanding and 29.5% Company being eligible for termination of registration pursuant to Section 12(g) of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant to the Support Agreements, each Key Stockholder has agreed: - to tender and not withdraw, pursuant to and in accordance with the terms of the Offer, all of the Shares owned by such Key Stockholder (the "Owned Shares"), and - not to vote the Owned Shares in favor of any Competing Transaction during the time the Support Agreement is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:Exchange Act.

Plans for the Company. It is expected thatAfter the purchase of Shares by the Purchaser pursuant to the Offer, initially following Parent may appoint its representatives to the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of the Offer and the Merger, the business and operations of Parent intends to operate the Company will, except as set forth in this Offer to Purchase, be continued by a subsidiary of Parent under the direction of Parent's management. Parent's principal reason for acquiring the Company substantially as they are currently being conducted. Parent currently has no immediate plans to change is the strategic fit of the Company's managementoperations with Parent's operations. Following consummation of the Merger, however, Parent intends to conduct a continue to review of the Company and its assets, its corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and consider to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances which then existexisting, and reserves the right to take such actions or effect such changes as it deems desirable. Changes Such changes could include the acquisition or disposition of assets or other changes in the Company's capitalization, dividend policy, corporate structure, businessoperational headquarters, certificate capitalization, management or dividend policy. APPRAISAL RIGHTS The holders of incorporation, bylaws, board of directors or management. GOVERNING LAW. The Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws Shares do not have appraisal rights as a result of the State Offer. However, if the Merger is consummated, holders of California, without regard Shares at the Effective Time will have certain rights pursuant to the conflicts provisions of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into Sections 86 through 97 of the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx BCL (the "Key StockholdersAPPRAISAL PROVISIONS") enter into to dissent and demand appraisal of their Shares. Under the Appraisal Provisions, dissenting stockholders who comply with the applicable statutory procedures will be entitled to demand payment of fair value for their stock. If a Support Agreement (stockholder and the "Support Agreements"). As of August 25, 2000surviving corporation do not agree on such fair value, the Key Stockholders owned approximately 2,219,614 stockholder will have the right to a judicial determination of fair value of such stockholder's Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and 387,060 options to purchase receive payment of such fair value in cash, together with any interest as determined by the court. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the aggregate, representing 33.2% Merger or the market value of the Shares then outstanding and 29.5% Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference to the Support Agreements, each Key Stockholder has agreed: - Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to tender and certain "going private" transactions. The Purchaser does not withdraw, pursuant believe that Rule 13e-3 will be applicable to and in accordance with the terms Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, all Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Shares owned by such Key Stockholder (Merger and the "Owned Shares"), consideration offered to minority stockholders in the Merger be filed with the Commission and - not disclosed to vote stockholders prior to the Owned Shares in favor consummation of any Competing Transaction during the time the Support Agreement is in effect. The Support Agreements provide that, with certain exceptions, each Key Stockholder will not:Merger.