Common use of SEC Documents Clause in Contracts

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. BreitBurn Parent has filed timely with the SEC all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (a) On all such documents filed on or prior to the date of this Agreement, collectively, the Offer is commenced“BreitBurn Parent SEC Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “BreitBurn Parent and Merger Sub shall file with Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC Document filed prior to the date hereof) (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading. Each , (ii) complied as to form in all material respects with the applicable requirements of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, Exchange Act and the Company will take Securities Act, as applicable, (iii) in the case of the BreitBurn Parent Financial Statements, complied as to form in all steps necessary to cause the Schedule 14D-9, to be filed material respects with applicable accounting requirements and with the SEC published rules and to be disseminated to holders regulations of the SharesSEC with respect thereto, (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in each the case of unaudited statements, as permitted by Form 10-Q of the SEC) and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use (v) in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders case of the SharesBreitBurn Parent Financial Statements, fairly present (subject in each the case as of unaudited statements to normal, recurring and to year-end audit adjustments) in all material respects the extent required by applicable Federal and state securities Laws. consolidated financial position of BreitBurn Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders Subsidiaries as of the Companydates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of BreitBurn Parent and Merger Sub agrees to provide the Company General Partner and its counsel has not resigned or been dismissed as independent registered public accountants of BreitBurn Parent and the General Partner as a result of or in connection with copies any disagreement with BreitBurn Parent or the General Partner on a matter of any written comments that Parentaccounting principles or practices, Merger Sub financial statement disclosure or their counsel may receive from the SEC auditing scope or its staff with respect to the Offer Documents promptly after the receipt of such commentsprocedure.

SEC Documents. (a) On BPW has filed with the date SEC all reports, schedules, statements and other documents required to be filed by BPW with the Offer is commencedSEC since the IPO (collectively, Parent the “BPW SEC Reports”). As of their respective dates, with respect to BPW SEC Reports filed pursuant to the Exchange Act, and Merger Sub shall file with as of their respective effective dates, as to BPW SEC Reports filed pursuant to the Securities Act, the BPW SEC Reports (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into BPW SEC Reports (including the related notes and Merger Sub will take schedules) fairly presents, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of BPW as of its date, and each of the Company will take consolidated statements of income, stockholders’ equity and cash flows of BPW included in or incorporated by reference into BPW SEC Reports (including any related notes and schedules) fairly presents, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of BPW for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) BPW has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of BPW or in the extent required by applicable Federal and state securities Laws. Each notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent and Merger SubBPW as of September 30, on 2009, (ii) liabilities or obligations arising in the one handordinary course of business (including trade indebtedness), and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and aggregate, reasonably be expected to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsBPW Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commencedSince January 1, 2016, each of Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be EQT MLP has filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file or furnished with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Exchange Act (together with all amendments such forms, reports, schedules and supplements thereto and including the exhibits theretostatements, collectively, the "SCHEDULE 14D-9"“Parent SEC Documents”). As of their respective dates, which shall, except as otherwise provided herein, contain each of the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take EQT MLP respectively, have made all steps necessary to cause certifications and statements required by Sections 302 and 906 of the Offer Documents, Xxxxxxxx-Xxxxx Act and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC related rules and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff regulations promulgated thereunder with respect to the Schedule 14D-9 promptly after Parent SEC Documents. As of the receipt date hereof, neither Parent nor EQT MLP nor any of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The financial statements of Parent included in the Parent SEC Documents, including all notes and each schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and Merger Sub agrees to provide its consolidated Subsidiaries as of their respective dates and the Company results of operations and the cash flows of Parent and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from consolidated Subsidiaries for the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsperiods presented therein.

SEC Documents. (a) On the date the Offer is commenced, the Parent and Merger Sub the Purchaser shall file with SEC the United States Securities and Exchange Commission (ithe "SEC") a Tender Offer Statement on Schedule TO 14D-1 in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TOSchedule 14D-1") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO). The Schedule TO 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSOffer Documents"). Concurrently with the filing of the Schedule TO 14D-1 by the Parent and Merger Subthe Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a3.2(a) hereof. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. (b) The Parent and Merger Sub will the Purchaser shall take all steps necessary to ensure that the Offer Documents, and the Company will shall take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal federal and state securities Laws. The information provided and to be provided by the Parent, Merger Sub the Purchaser or the Company for use in the Schedule TO14D-1, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent and Merger Sub will the Purchaser shall take all steps necessary to cause the Offer Documents, and the Company will shall take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal and state securities Laws. Each of the Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, will shall promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will respect. The Purchaser shall take all steps necessary to cause the Offer Documents, and the Company will shall take all steps necessary to cause the Schedule 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal federal and state securities Laws. Parent The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent the Purchaser and its counsel with copies of any written 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 and each of the Parent and Merger Sub the Purchaser agrees to provide the Company and its counsel with copies of any written comments that the Parent, Merger Sub the Purchaser or their respective counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On To the date actual knowledge of the Offer is commencedParent, Parent has timely filed or furnished all material forms, reports, schedules, statements and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance other documents required to be filed by it with the Exchange Act with respect to SEC since the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part consummation of the Schedule TO. The Schedule TO will include, as exhibits, initial public offering of the Offer to Purchase and a form of letter of transmittal (collectivelyParent’s securities, together with any amendments and material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished under the "OFFER DOCUMENTS"). Concurrently with Securities Act or the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Securities Exchange Act (together excluding Section 16 under the Securities Exchange Act) (all such forms, reports, schedules, statements and other documents filed with the SEC, the “SEC Documents”). As of their respective dates, each of the SEC Documents, as amended (including all amendments financial statements included therein, exhibits and supplements schedules thereto and including the exhibits thereto, the "SCHEDULE 14D-9"documents incorporated by reference therein), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Exchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such SEC Documents. To the actual knowledge of the Parent, none of the SEC Documents contained, when filed or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . (b) To the actual knowledge of the Parent, each of the financial statements of the Parent and Merger Sub will take all steps necessary to cause included in the Offer SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the Closing Date, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Parent, as of their respective dates and the Company will take all steps necessary to cause results of operations and the Schedule 14D-9cash flows of the Parent, to be filed with for the periods presented therein. To the actual knowledge of the Parent, each of the financial statements of the Parent included in the SEC Documents were derived from the books and to be disseminated to holders records of the SharesParent, which books and records are, in each case as all material respects, correct and to complete and have been maintained in all material respects in accordance with commercially reasonable business practices. (c) To the extent required by applicable Federal and state securities Laws. Each actual knowledge of the Parent, no written notice of any SEC review or investigation of the Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with or the SEC and to be disseminated to holders Documents has been received by the Parent. Since the consummation of its initial public offering, all comment letters received by the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its the staff with respect thereof and all responses to such comment letters filed by or on behalf of the Schedule 14D-9 promptly after Parent are publicly available on the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC’s EXXXX website.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance Grey Wolf has filed with the Exchange Act with respect SEC all documents required to the Offer (together with all amendments and supplements thereto and including the exhibits theretobe so filed by it since January 1, the "SCHEDULE TO"2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Basic each registration statement, periodic or other report, proxy statement or information statement (iiother than preliminary materials) together it has so filed, each in the form (including exhibits and any amendments thereto) filed with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal SEC (collectively, together with any amendments and supplements theretothe “Grey Wolf Reports”). As used in this Section 3.7, the "OFFER DOCUMENTS")term “file” shall include any reports on Form 8-K furnished to the SEC. Concurrently with As of its respective date or, if amended by a subsequent filing prior to the filing date hereof, on the date of the Schedule TO by Parent and Merger Subsuch filing, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply each Grey Wolf Report complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Exchange Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents SOX and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent the consolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and Merger Sub will take schedules) fairly presents in all steps necessary to cause material respects the Offer Documentsconsolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, and each of the Company will take consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Grey Wolf Reports (including any related notes and schedules) fairly presents in all steps necessary material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The Grey Wolf Financial Statements (i) complied as to cause form in all material respects with the Schedule 14D-9, to be filed with published rules and regulations of the SEC and (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the Grey Wolf Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) Grey Wolf has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Grey Wolf has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Grey Wolf’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disseminated to holders disclosed by Grey Wolf in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SharesSEC, and that all such material information is accumulated and communicated to the management of Grey Wolf as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Grey Wolf has completed its assessment of the effectiveness of Grey Wolf’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Grey Wolf, it has disclosed, based on its most recent evaluations, to Grey Wolf’s outside auditors and the audit committee of the Grey Wolf Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Grey Wolf’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Grey Wolf’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Grey Wolf, neither Grey Wolf nor any of the Grey Wolf Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Grey Wolf or any of the Grey Wolf Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Grey Wolf or any of the Grey Wolf Subsidiaries, including any material complaint, allegation, assertion or Claim that Grey Wolf or any of the Grey Wolf Subsidiaries has a “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsGrey Wolf’s internal controls over financial reporting.

SEC Documents. (a) On Parent has filed with the date the Offer is commenced, SEC all reports and other filings required to be filed by Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Securities Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act and the rules and regulations promulgated thereunder (together with all amendments and supplements thereto and including the exhibits thereto“Parent SEC Reports”). As of their respective dates, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Reports complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act and the Schedule 14D-9 shall notrespective rules and regulations promulgated thereunder applicable to such Parent SEC Reports and, on except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date first filed with of this Agreement, none of the Parent SEC or first published, sent or provided to stockholders, as the case may be, contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The balance sheets, and statements of income, changes in financial position and stockholders’ equity contained in the Parent SEC Reports (the “Parent Financial Statements”) (i) were prepared from and are in accordance with the accounting books and other financial records of Parent, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) presented fairly the financial position of Parent as of the dates thereof and Merger Sub will take all steps necessary the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to cause normal year-end audit adjustments). Except as set forth in Parent SEC Reports, Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Offer Documentsordinary course of business consistent with past practice. (b) Parent has not filed, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since the Schedule 14D-9 promptly after the receipt last filing of such comments and each of a Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsReport.

SEC Documents. (a) On the date the Offer is commencedSince January 1, 2017, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be has timely filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file or furnished with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 all forms, reports, schedules and statements (in accordance with each case, including all appropriate exhibits and schedules thereto) required to be filed or furnished under the Securities Act or the Exchange Act (together with all amendments such forms, reports, schedules and supplements thereto and including the exhibits theretostatements, collectively, the "SCHEDULE 14D-9"“Parent SEC Documents”). As of their respective dates, which shall, except as otherwise provided herein, contain each of the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent has made all certifications and Merger Sub will take all steps necessary to cause the Offer Documents, statements required by Sections 302 and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders 906 of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff Xxxxxxxx-Xxxxx Act with respect to the Schedule 14D-9 promptly after Parent SEC Documents and the receipt statements contained in any such certifications were true and correct as of the date such certifications were made. As of the date hereof, neither Parent nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and each unaudited consolidated financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and Merger Sub agrees its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities in connection with the reports it files under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all information required to be disclosed in any Parent SEC Documents are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the Company reliability of Parent’s financial reporting and its counsel the preparation of Parent financial statements for external purposes in accordance with copies GAAP. There (i) is no significant deficiency or material weakness in the design or operation of any written comments that Parent, Merger Sub or their counsel may receive from the SEC internal control over financial reporting utilized by Parent or its staff with respect Subsidiaries, (ii) is not, and since January 1, 2017 there has not been, any illegal act or fraud, whether or not material, that involves management or employees of Parent or its Subsidiaries and (iii) is not, and since January 1, 2017 there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Offer Documents promptly after the receipt Exchange Act) or director of such commentsParent or any of its Subsidiaries.

SEC Documents. (a) On The Company has filed in a timely manner all documents that the date the Offer is commenced, Parent and Merger Sub shall Company was required to file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with under the Exchange Act with respect to during the Offer (together with 12 months preceding the date of this Agreement. As of their respective filing dates, all amendments and supplements thereto and including documents that the exhibits theretoCompany filed under the Exchange Act during the 12 months preceding the date of this Agreement, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, when taken together with any subsequent amendments and supplements filed thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Subcomplied or, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9when filed, will comply in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Exchange Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Act, as the case may beapplicable, and none of such SEC Documents contained or, when filed, will contain any untrue statement of a material fact or omitted or, when filed, will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or will be made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders . (b) As of the Sharesdate of this Agreement, there are no outstanding or unresolved comments in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive letters received from the SEC or its staff with respect staff. As of the date of this Agreement, none of the Company’s Subsidiaries is subject to the Schedule 14D-9 promptly after reporting requirements of Section 13(a) or 15(d) under the receipt Exchange Act. (c) Neither the Company nor any of such comments and each its Subsidiaries has any liabilities of Parent and Merger Sub agrees to provide any nature (whether accrued, absolute, contingent or otherwise) except liabilities (i) disclosed in the financial statements of the Company and its counsel Subsidiaries as of December 31, 2011 (the “Balance Sheet Date”) included in the SEC Documents filed prior to the date hereof, (ii) incurred after Balance Sheet Date in the ordinary course of business, (iii) as contemplated by an Operative Agreement or otherwise in connection with copies the transactions contemplated hereby or thereby or (iv) as would not reasonably be expected to have a Material Adverse Effect. There are no material unconsolidated Subsidiaries of the Company or any material off-balance sheet arrangements of any written comments type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that Parent, Merger Sub or their counsel may receive from have not been so described in the SEC or its staff with respect Documents filed prior to the Offer date hereof nor any obligations to enter into any such arrangements. (d) The Companies and its Subsidiaries are, and since January 1, 2009, have been, in compliance with all, and have not breached or violated any, Laws applicable to the Company and its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. (e) The Company has implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company by others within those entities. Except as otherwise described in the SEC Documents promptly after filed prior to the receipt date hereof, the Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such commentsinformation is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Except as otherwise described in the SEC Documents filed prior to the date hereof, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s or any of its Subsidiary’s internal controls and procedures that could reasonably adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. There is no fraud that involves the Company’s or any of its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries.

SEC Documents. (a) On The Company has filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company or any of its Subsidiaries with the SEC since December 31, 1999 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, stockholders' equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use may be noted therein. (c) Except as set forth in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer DocumentsCompany SEC Reports, and neither the Company will take all steps necessary to cause the Schedule 14D-9nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, as so corrected absolute, contingent or otherwise) that would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from the SEC or its staff with respect September 30, 2002 to the Schedule 14D-9 promptly date hereof (iii) liabilities incurred after the receipt of such comments date hereof that are permitted by Section 5.1 hereof and each of Parent and Merger Sub agrees to provide (iv) other liabilities or obligations which would not, individually or in the aggregate, cause a Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act with respect Act, and has made available to the Offer Company each registration statement, periodic or other report, proxy statement or information statement (together with all other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together filed with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal SEC (collectively, together with any amendments and supplements theretothe “Parent Reports”). As used in this Section 4.7, the "OFFER DOCUMENTS")term “file” shall include any reports on Form 8-K furnished to the SEC. Concurrently with As of its respective date, or, if amended by a subsequent filing prior to the filing date hereof, on the date of the Schedule TO by such filing, each Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Report complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, and the rules and regulations thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Parent Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Parent from the SEC and, to the knowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits Subsidiaries as of its date, and each of the Company will take consolidated results of operations, changes in stockholders’ equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated results of operations, changes in stockholders’ equity and cash flows, each including the notes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to cause form in all material respects with the Schedule 14D-9, to be filed with published rules and regulations of the SEC and (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the Parent Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disseminated to holders disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SharesSEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2008, and such assessment concluded that such controls were effective. Parent has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the audit committee of the Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Parent, neither Parent nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, including any material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (as such term is defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable), in each case as its internal control over financial reporting. (d) Parent is in compliance in all material respects with all current listing and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders corporate governance requirements of the SharesNYSE and is in compliance in all material respects with all rules, in each case as regulations and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders requirements of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSOX.

SEC Documents. (a) On Parent has filed with the SEC all reports, schedules, statements and other documents required to be filed by Parent or any of its Subsidiaries with the SEC since December 31, 1999 (collectively, the "Parent SEC Reports"). As of their respective dates, with respect to Parent SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein. (c) Except as set forth in the Parent SEC Reports, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from September 30, 2002 to the extent required date hereof, (iii) other liabilities incurred after the date hereof that are permitted by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handSection 5.2 hereof, and the Company(iv) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to aggregate, cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. a Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On the date the Offer is commencedThe Company has filed all forms, Parent reports and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance documents required to be filed by it with the Securities and Exchange Act with respect to the Offer Commission (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TOSEC") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal since its formation (collectively, together with any amendments and supplements theretothe 1999 Form 10-KSB defined below, the "OFFER DOCUMENTSCOMPANY REPORTS"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file with Reports filed prior to the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act date hereof (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except i) complied as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The representation in clause (ii) of Parent and Merger Sub the preceding sentence shall not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. The Company has provided to the Investors a draft of the Form 10-KSB for its fiscal year ended April 30, 1999 which will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC on or before August 13, 1999 and which is not expected to be disseminated materially different from that provided to holders the Investors (except to the extent amended to reflect the transactions contemplated hereby) (the "1999 10-KSB"). When filed with the SEC, the 1999 Form 10-KSB (i) will comply as to form in all material respects with the applicable requirements of the SharesSecurities Act, the Exchange Act, and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any report, form or other document with the SEC. Except as set forth in the Company Disclosure Letter neither the Company nor any Company Subsidiary is a party or is subject to any note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any Company Report that is not described in or filed as an exhibit to such Company Report as required by the Securities Act or the Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of which the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC after the date hereof shall be provided to the Purchaser no later than the date of such filing. (b) Each of the consolidated balance sheets of Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Lawsmay be noted therein. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and Neither the Company will take all steps necessary to cause nor any of the Schedule 14D-9Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, as so corrected absolute, contingent or otherwise) that would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from in the SEC notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities or its staff with respect to obligations that were so reserved on, or reflected in (including the Schedule 14D-9 promptly after notes to), the receipt consolidated balance sheet of such comments and each of Parent and Merger Sub agrees to provide the Company as of April 30, 1999; (ii) liabilities or obligations arising in the ordinary course of business since April 30, 1999 and its counsel with copies of any written comments that Parent(iii) liabilities or obligations which would not, Merger Sub individually or their counsel may receive from in the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsaggregate, have a Company Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commencedSince January 1, 2008, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretohas filed with, or furnished to, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect SEC all documents required to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO or furnished by Parent and Merger Sub, under the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with Securities Act or the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE 14D-9"“Parent SEC Documents”). As of their respective dates, which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and as of their respective dates and except as amended or supplemented prior to the date hereof (or with respect to Parent SEC Documents filed or furnished after the date hereof, except as amended or supplemented prior to the Closing Date), none of Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent with respect to information supplied by the Company or its Subsidiaries in writing for inclusion in the Registration Statement. Each of the consolidated financial statements of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares(including, in each case case, any notes thereto) included in Parent SEC Documents (collectively, the “Parent Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and to fairly present in all material respects the extent required by applicable Federal and state securities Laws. Each financial position of Parent and Merger Subits consolidated Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein). As of the date of this Agreement, neither Parent nor any of its Subsidiaries has any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of Parent SEC Documents. (b) To the Knowledge of Parent, neither Parent nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of Parent as of Xxxxx 00, 0000, (xx) were incurred in the ordinary course of business since Xxxxx 00, 0000, (xxx) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (iv) have been incurred in connection with the performance by Parent of its obligations under this Agreement or the transactions contemplated hereby. (c) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the Xxxxxxxx-Xxxxx Act. (d) To the Knowledge of Parent, since January 1, 2008 and prior to the date of this Agreement, none of Parent, any of its Subsidiaries or any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to Parent’s current board of directors or any committee thereof or to any current director or executive officer of Parent. (e) Parent and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with the authorization of management and directors of Parent and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s or its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by Parent in the reports that Parent files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Parent required under the Exchange Act with respect to such reports. (f) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract binding on Parent or any of its Subsidiaries or any of their properties or assets (including any Contract binding on Parent or any of its Subsidiaries or any of their properties or assets or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and the Companyany unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, will promptly correct or any information provided by it for use “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Offer Documents and Exchange Act)), where the Schedule 14D-9 if and result, purpose or intended effect of such Contract is to the extent that it shall have become false and misleading in avoid disclosure of any material respect and Merger Sub will take all steps necessary to cause the Offer Documentstransaction involving, and the Company will take all steps necessary to cause the Schedule 14D-9or material liabilities of, as so corrected Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other documents required to be filed with or furnished by Parent under the SEC Securities Act or the Exchange Act. (g) Since January 1, 2009, Parent has not received any oral or written notification of any “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that Parent’s independent accountants certify has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to be disseminated to holders them in Release No. 2007-005 of the SharesPublic Company Accounting Oversight Board, as in each case as and to effect on the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsdate hereof.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance has filed with the SEC all documents required to be so filed by it since January 1, 2011 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act with respect Act, and has made available to the Offer Company each registration statement, periodic or other report, proxy statement or information statement (together with all other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together filed with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal SEC (collectively, together with any amendments and supplements theretothe “Parent Reports”). As used in this Section 4.7, the "OFFER DOCUMENTS")term “file” shall include any reports on Form 8-K furnished to the SEC. Concurrently with As of its respective date, or, if amended by a subsequent filing prior to the filing date hereof, on the date of the Schedule TO by such filing, each Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Report complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, and the rules and regulations thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Parent Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Parent from the SEC and, to the Knowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presented in all material respects the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits Subsidiaries as of its date, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders each of the Sharesconsolidated statements of operations, cash flows and changes in each stockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, cash flows or stockholders’ equity, as the case as and to the extent required by applicable Federal and state securities Laws. Each may be, of Parent and Merger Subits Subsidiaries for the periods set forth therein, subject, in the case of unaudited interim financial statements, to normal and year-end adjustments as permitted by GAAP and the applicable rules and regulations of the SEC (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates and (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the Parent Financial Statements or as permitted by the SEC for reports on Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended September 30, 2012, and such assessment concluded that such controls were effective. Parent has disclosed, based on the one handmost recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the Company, on audit committee of the other hand, will promptly correct any information provided by it for use Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Offer Documents Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and the Schedule 14D-9 if and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Since January 1, 2011, to the extent that it shall have become false and misleading in Knowledge of Parent, none of Parent, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material respect and Merger Sub will take all steps necessary to cause complaint, allegation, assertion or Claim, whether written or oral, regarding the Offer Documentsaccounting or auditing practices, and procedures, methodologies or methods of Parent or any of its Subsidiaries, including any material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (as such term is defined in the Public Company will take all steps necessary to cause the Schedule 14D-9Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as so corrected to be filed applicable) in its internal control over financial reporting. (d) Parent is in compliance in all material respects with the SEC all applicable listing and to be disseminated to holders corporate governance requirements of the SharesNASDAQ and is in compliance in all material respects with all applicable rules, in each case as regulations and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders requirements of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSOX.

SEC Documents. (a) On Parent has timely filed with the date SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Offer is commencedExchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent and Merger Sub shall file with SEC Reports”). As of its respective date, each Parent Report (i) a Tender Offer Statement on Schedule TO complied in all material respects in accordance with the applicable requirements of each of the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretoAct, the "SCHEDULE TO") Xxxxxxxx-Xxxxx Act and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersother Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and Merger Sub will take its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary material respects (subject, in the case of unaudited statements, to cause recurring audit adjustments normal in nature and amount) the Offer Documentsresults of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the Company will take all steps necessary to cause the Schedule 14D-9, financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and to be disseminated to holders with the published rules and regulations of the SharesSEC with respect thereto; and each of such statements (including the related notes, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handwhere applicable) has been, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected financial statements to be filed by Parent with the SEC and to be disseminated to holders after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Shares, in each case as and SEC. KPMG LLP is an independent registered public accounting firm with respect to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with exercise price of each Parent Option has been no less than the SEC Fair Market Value (as defined or dissemination to stockholders determined under the terms of the Company. The Company agrees respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to provide Parent in Section 4.7(b) in accordance with GAAP, and its counsel with copies of no such grants involved any written comments that the Company “back dating” or its counsel may receive from the SEC or its staff similar practices with respect to the Schedule 14D-9 promptly after effective date of grant or exercise price, except as, individually or in the receipt of such comments aggregate, has not had and each of would not be reasonably likely to have or result in a Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On Parent has timely filed with the date SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Offer is commencedExchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Parent and Merger Sub shall file with SEC Reports”). As of its respective date, each Parent Report (i) a Tender Offer Statement on Schedule TO complied in all material respects in accordance with the applicable requirements of each of the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretoAct, the "SCHEDULE TO") Xxxxxxxx-Xxxxx Act and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersother Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Parent and Merger Sub will take its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary material respects (subject, in the case of unaudited statements, to cause recurring audit adjustments normal in nature and amount) the Offer Documentsresults of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the Company will take all steps necessary to cause the Schedule 14D-9, financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, in all material respects with applicable accounting requirements and to be disseminated to holders with the published rules and regulations of the SharesSEC with respect thereto; and each of such statements (including the related notes, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handwhere applicable) has been, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected financial statements to be filed by Parent with the SEC and to be disseminated to holders after the date of this Agreement will be, prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Shares, in each case as and to the extent required by applicable Federal and state securities LawsSEC. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff Ernst & Young LLP is an independent registered public accounting firm with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies has not resigned or been dismissed as independent registered public accountants of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") ), and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer Offer, which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board and the Special Committee described in Section 1.2(a). Concurrently with the filing of the Schedule TO by Parent and Merger SubParent, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (ivv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub Parent or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger SubParent, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub Parent will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Special Committee and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On Parent has filed with the SEC all reports, schedules, statements and other documents required to be filed by Parent or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, the "Parent SEC Reports"). As of their respective dates, with respect to Parent SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the extent required by applicable Federal and state securities Laws. Each be reflected on, or reserved against in, a balance sheet of Parent and Merger Subor in the notes thereto, on prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the one handnotes to), the consolidated balance sheet of Parent as of Xxxxx 00, 0000, (xx) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and aggregate, reasonably be expected to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. a Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. Parent has timely filed with the SEC and made available to Company each statement, report, registration statement (awith the prospectus in the form filed pursuant to Rule 424(b) On of the Securities Act of 1933, as amended (the "Securities Act")), definitive proxy statement, and other filings required to be filed with the SEC by Parent since August 9, 2000, and prior to the Effective Time, Parent will have furnished Company with true and complete copies of any additional documents filed with the SEC by Parent after the date the Offer is commenced, Parent hereof and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect prior to the Offer Effective Time (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSSEC Documents"). Concurrently with In addition, Parent has made available to Company all exhibits to Parent SEC Documents filed prior to the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) date hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and will promptly make available to Company all exhibits to any additional Parent SEC Documents filed prior to the Company will take all steps necessary to ensure that the Schedule 14D-9Effective Time. As of their respective filing dates, will comply Parent SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Exchange Act and the Schedule 14D-9 shall notSecurities Act, on and none of the date first filed with the Parent SEC or first published, sent or provided to stockholders, as the case may be, contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Each The financial statements of Parent, including the notes and schedules thereto, included in Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with U.S. GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent at the dates and Merger Sub will take all steps necessary during the periods indicated therein (subject, in the case of unaudited statements, to cause normal, recurring year-end adjustments which were not and are not expected to be, individually or in the Offer Documentsaggregate, material in amount). As of the date of the most recent Parent balance sheet (the "Parent Balance Sheet") included in the Parent Financial Statements included in the Parent SEC Documents filed prior to the date hereof (the "Parent Balance Sheet Date") and as of the date hereof, Parent had no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on the Parent Balance Sheet or the accompanying notes thereto, except for (i) Liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date through the date hereof which are usual and normal in amount and (ii) Liabilities set forth or reserved against on the Parent Balance Sheet, or which would not be required under GAAP to be set forth or reserved against on the Parent Balance Sheet or a balance sheet of Parent as of the date hereof, (iii) Third Party Expenses, (iv) Liabilities set forth in Parent's Disclosure Schedules hereto, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use (v) Liabilities which individually or in the Offer Documents and the Schedule 14D-9 if and to the extent aggregate that it shall would not have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. a Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On Parent has timely filed all forms, reports and documents required to be filed with the date SEC since December 31, 1994 and has made available to the Offer is commencedCompany and Selling Shareholder, Parent and Merger Sub shall file in the form filed with SEC the SEC, (i) a Tender Offer Statement its Annual Report on Schedule TO Form 10-KSB for the fiscal year ended December 31, 1996, (ii) its Quarterly Reports on Form 10-QSB for the periods ended March 31, and June 30, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1996, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with Securities Act or the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersAct, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of Parent and Merger Sub will take its consolidated subsidiaries included in such reports are correct in all steps necessary to cause material respects, were prepared in accordance with GAAP applied on a basis consistent throughout the Offer Documentsperiods indicated, and present fairly the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Sub, on its consolidated subsidiaries as of the one hand, dates thereof and the Companyconsolidated results of their operations and cash flows for the periods then ended, on the other hand, will promptly correct any information provided by it for use subject in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders case of the Sharesunaudited condensed consolidated financial statements, to normal year-end adjustments, which will not be material in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC amount or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentssignificance.

SEC Documents. Parent has made available to the Company, by reference to the SEC’s XXXXX website, Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2009, all quarterly reports on Form 10-Q and reports on Form 8-K and amendments thereto filed or furnished by Parent with the SEC since December 31, 2009 and up to the date of this Agreement, if any, and any proxy materials distributed to Parent’s stockholders since December 31, 2009 and up to the date of this Agreement (the “Current Parent SEC Filings”). The Current Parent SEC Filings, and any forms, reports and other documents required to be filed or furnished by Parent with the SEC, and filed or furnished by Parent with the SEC, from the date hereof to the Effective Time (the “Parent SEC Filings”) (a) On conformed or will conform, as of the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance dates they were or are filed or furnished with the Exchange Act with respect SEC, in all material respects, to the Offer requirements set forth in the instructions for such forms under the Securities Act of 1933, as amended (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO"“Securities Act”) and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments Act, and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub did not or will take all steps necessary to ensure that not, as of the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects dates they were or are filed or furnished with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may beSEC, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed report with the SEC prior to the date hereof. Each The financial statements of Parent included in the Current Parent SEC Filings fairly and accurately presented, in all material respects, the consolidated financial condition of Parent and Merger Sub will take all steps necessary its consolidated Subsidiaries as of their respective dates and Parent’s consolidated results of operations for the respective periods specified therein and were prepared in accordance with GAAP (except as indicated in the notes thereto or, in the case of unaudited statements included in quarterly reports on Form 10-Q or Form 8-K, as permitted by the rules and regulations of the SEC applicable to cause Form 10-Q or Form 8-K, as the Offer Documentscase may be, and subject, in the Company will take all steps necessary to cause the Schedule 14D-9case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsnormal year-end audit adjustments).

SEC Documents. (a) On the date the Offer is commencedThe Parent has filed in a timely manner all forms, Parent reports, schedules, statements and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance registration statements required to be filed by it with the Securities and Exchange Act with respect to Commission (the Offer "Commission") since January 1, 1995 (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSSEC Reports"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for any statement or omission in any SEC Report which was corrected in a later SEC Report. Each The financial statements of the Parent included in the SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis, present fairly in accordance with generally accepted accounting principles the consolidated financial position, results of operations and Merger Sub will take changes in financial position of the company and its consolidated subsidiaries as of the dates and for the periods indicated and conform in all steps necessary material respects to cause all applicable requirements under the Offer DocumentsSecurities Exchange Act of 1934 ("Exchange Act"). Except as reflected in the SEC Reports, the Parent as of the date of such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any tax liabilities or under funded pension plans, and the Company will take all steps necessary to cause Parent does not have any knowledge of any basis for the Schedule 14D-9existence of or the assertion against the Parent of any such liability, to be filed with obligation or claim as of such date. The income of the Parent as reflected in the SEC Reports consists solely of ordinary operating profits and to be disseminated to holders none of such income consists of (i) income from a source other than operations of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders business of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given Subsidiaries or (ii) a reasonable opportunity to review and comment upon transaction outside the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders ordinary course of business of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company (whether or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of not such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentstransaction would otherwise be considered extraordinary under GAAP).

SEC Documents. (a) On Acquiror has filed and made available to the date Company true and complete copies of each registration statement, proxy or information statement, form, report and other documents required to be filed by it with the Offer is commencedSEC since January 1, Parent and Merger Sub shall file with 1995 (collectively, the "Acquiror SEC Reports"). As of their respective dates, the Acquiror SEC Reports -------------------- (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into Acquiror SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of Acquiror and its consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, retained earnings and cash flows of Acquiror included in or incorporated by reference into Acquiror SEC Reports (including the related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, retained earnings or cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, neither Acquiror nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Acquiror or in the extent required by applicable Federal and state securities Laws. Each notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent and Merger SubAcquiror as of September 30, on 1998, (ii) liabilities or obligations arising in the one handordinary course of business (including trade indebtedness) since September 30, 1998, and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. Buyer has filed all required forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) with the SEC since December 31, 1998 through the date hereof (collectively, the "Buyer SEC Reports"). As of their respective dates, or, if amended, as of the date of the last such amendment, each Buyer SEC Report, (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall not, on rules and regulations thereunder applicable to such Buyer SEC Reports and (b) at the date first time they were filed with the SEC or first published, sent or provided to stockholders, as the case may be, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent the consolidated balance sheets included in or incorporated by reference into the Buyer SEC Reports (including the related notes and Merger Sub will take schedules) fairly presents in all steps necessary material respects the consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to cause the Offer Documentsnormal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders absence of the Sharesfootnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein. Except (i) as to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use liabilities arising in the Offer Documents and ordinary course of business since the last Buyer SEC Report, (ii) as set forth in the Buyer SEC Reports or (ii) as set forth on Schedule 14D-9 if and to the extent that it shall 4.5, neither Buyer nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, secured or unsecured, matured or unmatured, or otherwise) which would have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect on Buyer.

SEC Documents. (a) On the date the Offer is commencedSince November 18, 2003, Parent has filed all required reports, schedules, forms, statements and Merger Sub shall file other documents with the SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (such documents, together with all amendments exhibits and supplements schedules thereto and including documents incorporated by reference therein, collectively referred to herein as the exhibits thereto“Parent SEC Documents”). As of their respective dates, the "SCHEDULE TO"Parent SEC Documents complied (or will comply, in the case of Parent SEC Documents filed during the Closing Period) and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in Securities Exchange Act of 1934, as amended (the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders“Exchange Act”), as the case may be, contain and the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed during the Closing Period) any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent included in the Parent SEC Documents, as of their respective dates, complied (or will comply, in the case of Parent SEC Documents filed during the Closing Period) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the Closing Period) the financial position of Parent and Merger Sub will take all steps necessary to cause its consolidated subsidiaries as of the Offer Documents, dates thereof and the Company will take all steps necessary to cause results of its operations and cash flows for the Schedule 14D-9periods then ended (subject, in the case of unaudited statements, to be normal year end audit adjustments and other adjustments described therein). No Parent Material Adverse Change has occurred subsequent to November 9, 2004 and prior to the date of this Agreement that has not been either reflected in a Parent SEC Document filed with the SEC and to be disseminated to holders of the Shares, in each case as and prior to the extent required by applicable Federal date of this Agreement or disclosed to Seller in writing, and state securities Laws. Each no executive officer of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies has actual knowledge of any written comments event or circumstance not reflected in a Parent SEC Document that the Company or its counsel may receive from the SEC or its staff with respect is reasonably likely to the Schedule 14D-9 promptly after the receipt of such comments and each of result in a Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Change.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect Parent has made available to the Offer (together with all amendments Company a true and supplements thereto complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be other documents filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with since its initial registration of the Exchange Act Parent Common Stock (together with all amendments the “Parent SEC Documents”) and supplements thereto and including prior to the exhibits theretodate of this Agreement. Each of the Parent SEC Documents has been timely filed and, as of their respective dates, each of the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC Exchange Act or first published, sent or provided to stockholdersany other applicable law, as the case may be, contain and the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documentshas timely filed each report, statement, schedule, prospectus, and the Company will take all steps necessary registration statement that Parent was required to cause the Schedule 14D-9, to be filed file with the SEC and to be disseminated to holders of since its inception. Parent has made available (including via the Shares, in each case as and EXXXX system) to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, Company all material correspondence between the SEC on the one hand, and the CompanyCompany or any of its Subsidiaries, on the other hand, will promptly correct since the initial registration of the Parent Common Stock. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any information provided by it for use of the Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The financial statements of Parent included in the Offer Parent SEC Documents complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with Regulation S-X of the SEC, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the Schedule 14D-9 if results of operations and to the extent that it shall have become false cash flows of Parent and misleading in any material respect its consolidated Subsidiaries for the periods presented therein. (iii) Parent makes and Merger Sub will take all steps necessary to cause the Offer Documentskeeps books, records, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC accounts and to be disseminated to holders has devised and maintains a system of the Sharesinternal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the extent certifications required by applicable Federal pursuant to Sections 302 and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders 906 of the Company. The Company agrees to provide Parent Sxxxxxxx-Xxxxx Act of 2002, as amended, and its counsel with copies of any written comments that the Company or its counsel may receive from rules and regulations promulgated thereunder the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSxxxxxxx-Xxxxx Act.

SEC Documents. (a) On Financial Statements. Parent has made available to the date Company each document filed by it since December 31, 1998 with the Offer is commencedSEC under the Securities Act or the Exchange Act, Parent and Merger Sub shall file with SEC including without limitation, (i) a Tender Offer Statement Parent's Annual Report on Schedule TO in accordance with Form 10-K for the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretoyear ended December 31, the "SCHEDULE TO") and 1998, (ii) together with Parent's Quarterly Report on Form 10-Q for the Companyperiod ended June 30, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents1999, and the Company will take all steps necessary to ensure that the Schedule 14D-9(iii) Parent's definitive proxy statement for its 1999 Annual Meeting of Shareholders held May 18, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent1999, Merger Sub or the Company for use each in the Schedule TO, the Offer Documents form (including exhibits and the Schedule 14D-9 shall not, on the date first any amendments) filed with the SEC or first published(collectively, sent or provided the "Parent SEC Documents"). As of their respective dates, each of the Parent SEC Documents did not, and each of the Parent SEC Documents filed with the SEC subsequent to stockholders, as the case may bedate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, provided, that Parent makes no representation with respect to information supplied by the Company for use in Parent SEC Documents after the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents (including their related notes and schedules) fairly presents the consolidated financial condition of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, its consolidated Subsidiaries as of its date and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders each of the Sharesconsolidated statements of income, shareholders' equity and cash flows included or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) fairly presents the results of operations, shareholders' equity and cash flows, as the case may be, of Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements to normal year-end adjustments and any other adjustments described therein which individually or in the aggregate will not be material in amount or effect), in each case in accordance with generally accepted accounting principals consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to may be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsnoted therein.

SEC Documents. (a) On Pan Pacific has filed with the SEC all reports, schedules, statements and other documents required to be filed by Pan Pacific or any of its Subsidiaries with the SEC since December 31, 1997 (collectively, the "PAN PACIFIC SEC Reports"). As of their respective dates, with respect to Pan Pacific SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Pan Pacific SEC Reports filed pursuant to the Securities Act, the Pan Pacific SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Pan Pacific with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into Pan Pacific SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of Pan Pacific and its consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, equity and cash flows of Pan Pacific included in or incorporated by reference into Pan Pacific SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of Pan Pacific and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein. (c) Except as set forth in the Pan Pacific SEC Reports, neither Pan Pacific nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Pan Pacific or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Pan Pacific as of June 30, 2000, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from June 30, 2000 to the extent required date hereof and (iii) other liabilities incurred after the date hereof that are permitted by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handSection 5.2 hereof, and the Company(iv) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to aggregate, cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsPan Pacific Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commencedSince January 1, 2017, each of Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be Viper has timely filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file or furnished with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 all forms, reports, schedules and statements (in accordance with each case, including all appropriate exhibits and schedules thereto) required to be filed or furnished under the Securities Act or the Exchange Act (together with all amendments such forms, reports, schedules and supplements thereto and including the exhibits theretostatements, collectively, the "SCHEDULE 14D-9"“Parent SEC Documents”). As of their respective dates, which shall, except as otherwise provided herein, contain each of the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take Viper, respectively, has made all steps necessary to cause the Offer Documents, certifications and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC statements required by Sections 302 and to be disseminated to holders 906 of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff Xxxxxxxx-Xxxxx Act with respect to the Schedule 14D-9 promptly after Parent SEC Documents and the receipt statements contained in any such certifications were true and correct as of the date such certifications were made. As of the date hereof, neither Parent nor Viper nor any of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by Parent or Viper from the SEC with respect to any of the Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and each unaudited consolidated financial statements of Parent and Merger Sub agrees Viper included in the Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to provide the Company date of this Agreement, as of the date of such amendment, with the rules and its counsel regulations of the SEC with copies respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of any written comments the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and Viper, as applicable, and their respective consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and Viper, as applicable, and their respective consolidated Subsidiaries for the periods presented therein. (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the Exchange Act) to ensure that material information relating to Parent, Merger Sub or their counsel may receive from the SEC or including its staff with respect Subsidiaries, is made known to the Offer Documents promptly after chief executive officer and the receipt chief financial officer of such commentsParent by others within those entities in connection with the reports it files under the Exchange Act.

SEC Documents. Coeur has furnished to Asarco each registration statement, proxy statement or information statement, including all exhibits thereto, prepared by Coeur since December 31, 1995, including, without limitation: (a) On its Annual Report on Form 10-K for its fiscal year ended December 31, 1998 (the "Coeur Balance Sheet Date"), which includes the consolidated balance sheet for Coeur as of such date (the Offer is commenced"Coeur Balance Sheet") and Coeur's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed since the filing of such Annual Report; and (b) its proxy statement for its annual meeting of stockholders held on May 12, Parent 1998, each of (a) and Merger Sub shall file (b) in the form (including exhibits and any amendments thereto) filed with SEC the SEC, the items in (ia) a Tender Offer Statement on Schedule TO being the "Coeur Financial Reports". As of their respective dates, the items in (a) and (b) (including, without limitation, any financial statements or schedules included or incorporated by reference therein, were prepared in all material respects in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part applicable requirements of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal respective rules and state securities Laws. The information provided regulations thereunder and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The 1997 and 1998 consolidated financial statements of Parent Coeur and Merger Sub will take the Coeur Subsidiaries included in or incorporated by reference into the Coeur Financial Reports (including the related notes and schedules) present fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of Coeur at December 31, 1997 and 1998, and the Company will take all steps necessary consolidated results of operations and cash flows for such fiscal years in conformity with GAAP. Since the Coeur Balance Sheet Date there has been (x) no material adverse change in the Condition of Coeur and the Coeur Subsidiaries, taken as a whole, and (y) no change in the Condition of Coeur or the Coeur Subsidiaries except in the ordinary course of business, and, to the best knowledge of Coeur, no fact or condition exists or is contemplated or threatened which is reasonably likely to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use such a change in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsfuture.

SEC Documents. Parent has made available to Company a true and complete copy of each statement, report, registration statement (awith the prospectus in the form filed pursuant to Rule 424(b) On of the date Securities Act), definitive proxy statement, and other filing filed with the Offer is commencedSEC by Parent since June 23, 1999, and, prior to the Effective Time, Parent will have made available Company with true and Merger Sub shall file complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (i) a Tender Offer Statement on Schedule TO collectively, the "Parent SEC Documents"). All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with the Exchange Act with respect their terms, and neither Parent nor any of its subsidiaries is in default thereunder where default would not reasonably be expected to the Offer (together with all amendments and supplements thereto and including the exhibits theretohave a Material Adverse Effect on Parent. As of their respective filing dates, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Exchange Act and the Schedule 14D-9 shall notSecurities Act, on and none of the date first filed with the Parent SEC or first published, sent or provided to stockholders, as the case may be, contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. Each The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent and Merger Sub will take all steps necessary to cause its subsidiaries at the Offer Documentsdates and during the periods indicated therein (subject, and in the Company will take all steps necessary to cause the Schedule 14D-9case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsrecurring year-end adjustments).

SEC Documents. (a) On the date the Offer is commencedSince September 1, 2003, Parent has filed all required reports, schedules, forms, statements and Merger Sub shall file other documents with the SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (such documents, together with all amendments exhibits and supplements schedules thereto and including the exhibits theretodocuments incorporated by reference therein, collectively referred to herein as the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSParent SEC Documents"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file with Parent SEC Documents complied (or will comply, in the case of Parent SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with Documents filed during the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (ivClosing Period) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in Securities Exchange Act of 1934, as amended (the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders"Exchange Act"), as the case may be, contain and the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed during the Closing Period) any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent included in the Parent SEC Documents, as of their respective dates, complied (or will comply, in the case of Parent SEC Documents filed during the Closing Period) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the Closing Period) the financial position of Parent and Merger Sub will take all steps necessary to cause its consolidated subsidiaries as of the Offer Documents, dates thereof and the Company will take all steps necessary to cause results of its operations and cash flows for the Schedule 14D-9periods then ended (subject, in the case of unaudited statements, to be normal year end audit adjustments and other adjustments described therein). No Purchaser Material Adverse Change has occurred subsequent to August 9, 2004 and prior to the date of this Agreement that has not been either reflected in a Parent SEC Document filed with the SEC and to be disseminated to holders of the Shares, in each case as and prior to the extent required by applicable Federal and state securities Laws. Each date of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use this Agreement or disclosed to SHHC in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentswriting.

SEC Documents. (a) On From January 1, 2023 to the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Subthis Agreement, the Company shall file has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with pursuant to the Exchange Act (together with including pursuant to any timely filed notifications of late filings) for any of the foregoing (all amendments of the foregoing filed prior to the date hereof and supplements all exhibits and appendices included therein and financial statements, notes and schedules thereto and including documents incorporated by reference therein being hereinafter referred to as the exhibits thereto“SEC Documents”). As of their respective SEC filing dates, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub the Exchange Act or the Company for use in the Schedule TO, the Offer Documents Xxxxxxxx-Xxxxx Act of 2002 (and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersregulations promulgated thereunder), as the case may be, contain applicable to such SEC Documents, and none of the SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsdate hereof, and (i) the Company will take is eligible to file a registration statement on Form S-3, (ii) none of the Company’s subsidiaries is required to file any documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents and (iv) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The consolidated financial statements of the Company (including all steps necessary related notes or schedules) included or incorporated by reference in the Company SEC Documents (i) complied as to cause the Schedule 14D-9form, to be filed as of their respective dates of filing with the SEC in all material respects with the published rules and to be disseminated to holders regulations of the SharesSEC with respect thereto, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes thereto or (y) as permitted by Regulation S-X), and (iii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments). (c) The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since the end of the Company’s most recent audited fiscal year, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case as and to which has not been subsequently remediated. As of the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Subdate hereof, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take is in compliance in all steps necessary to cause the Schedule 14D-9, as so corrected to be filed material respects with the SEC applicable listing requirements and to be disseminated to holders corporate governance rules and regulations of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsNasdaq.

SEC Documents. West Pac has delivered or made available to Frontier each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 1995, which reports constitute all of the documents required to be filed by West Pac with the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "WEST PAC SEC REPORTS"). As of their respective dates, the West Pac SEC Reports and any West Pac SEC Reports filed after the date hereof and prior to the Effective Time (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect complied as to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, and the rules and regulations thereunder; and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be West Pac has timely filed with the SEC and all reports required to be disseminated to holders filed under Sections 13, 14 and 15(d) of the SharesExchange Act since January 1, in each case as and to the extent required by applicable Federal and state securities Laws1995. Each of Parent the balance sheets of West Pac included in or incorporated by reference into the West Pac SEC Reports (including the related notes and Merger Subschedules) fairly present in all material respects the financial position of West Pac as of its date (subject, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and case of unaudited statements, to the extent that it shall have become false and misleading normal year-end audit adjustments which would not be material in any material respect and Merger Sub will take all steps necessary to cause the Offer Documentsamount or effect), and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent the consolidated statements of income, retained earnings and Merger Sub agrees cash flows of West Pac included in or incorporated by reference into the West Pac SEC Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of West Pac for the periods set forth therein (subject, in the case of unaudited statements, to provide normal year-end audit adjustments which would not be material in amount or effect). The financial statements of West Pac, including the Company notes thereto, included in or incorporated by reference into the West Pac SEC Reports comply as to form in all material respects with applicable accounting requirements and its counsel with copies the published rules and regulations of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") (except as may be indicated in the notes thereto). Since January 1, 1995, there has been no material change in West Pac's accounting methods or principles except as described in the notes to the Offer Documents promptly after the receipt of such commentsWest Pac financial statements.

SEC Documents. (a) On The Company has filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company or any of its Subsidiaries with the SEC since December 31, 1997 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, shareholders' equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use may be noted therein. (c) Except as set forth in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer DocumentsCompany SEC Reports, and neither the Company will take all steps necessary to cause the Schedule 14D-9nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, as so corrected absolute, contingent or otherwise) that would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of June 30, 2000, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from the SEC or its staff with respect June 30, 2000 to the Schedule 14D-9 promptly date hereof and (iii) liabilities incurred after the receipt of such comments date hereof that are permitted by Section 5.1 hereof and each of Parent and Merger Sub agrees to provide (iv) other liabilities or obligations which would not, individually or in the aggregate, cause a Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. Financial Statements; Internal Controls and Procedures. (a) On the date the Offer is commencedCompany has filed or furnished all forms, Parent documents and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance reports required to be filed or furnished by it with the Securities and Exchange Act with respect to Commission (the Offer "SEC") on a timely basis since January 1, 2012 (together with all amendments any documents so filed or furnished during such period and supplements thereto the period between the date hereof and including the exhibits theretoNote Closing Date on a voluntary basis, in each case as may have been, or between the date hereof and the Note Closing Date may be, amended, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSSEC Documents"). Concurrently with the filing Each of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and including all SEC Documents filed or furnished after the Company will take all steps necessary Effective Date but prior to ensure that or on the Schedule 14D-9Note Closing Date, complied or, if not yet filed, will comply comply, as to form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act and the Schedule 14D-9 shall notXxxxxxxx-Xxxxx Act. As of the date filed or furnished with the SEC, none of the SEC Documents, including all SEC Documents filed or furnished after the Effective Date but prior to or on the date first filed with the SEC or first publishedNote Closing Date, sent or provided to stockholderscontained or, as the case may beif not yet filed, will contain any untrue statement of a material fact or omitted, or if not yet filed, will omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of Parent the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the SEC Documents. A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED WITH RESPECT TO PORTIONS OF THIS DOCUMENT THAT ARE MARKED "[***]". (b) The consolidated financial statements (including all related notes and Merger Sub will take all steps necessary to cause schedules) of Company included in the Offer SEC Documents, and including all SEC Documents filed after the Company Effective Date but prior to or on the Note Closing Date, fairly presented, or if not yet filed, will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Sharesfairly present, in each case all material respects the consolidated financial position of Company and its consolidated Subsidiaries, as and to at the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handrespective dates thereof, and the Companyconsolidated results of their operations, on their consolidated cash flows and changes in stockholders' equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end adjustments and to any other handadjustments described therein, including the notes thereto) and were prepared, or if not yet filed, will promptly correct any information provided by it for use be prepared, in all material respects in conformity with GAAP (except, in the Offer Documents case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the notes thereto). Since January 1, 2012, subject to any applicable grace periods, Company has been and is in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the Schedule 14D-9 if applicable rules and regulations of NASDAQ, except for any such noncompliance that would not, individually or in the aggregate, constitute a Material Adverse Effect. (c) Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and as necessary to permit preparation of financial statements in conformity with GAAP. Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company in the extent reports that it shall have become false files or furnishes under the Exchange Act is recorded, processed, summarized and misleading reported within the time periods specified in any material respect the rules and Merger Sub will take all steps necessary to cause forms of the Offer DocumentsSEC, and the Company will take that all steps necessary such material information is accumulated and communicated to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent Company's principal executive officer and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the principal financial officer by others in Company or its counsel may receive from Subsidiaries to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, Company has disclosed, based on its staff with respect most recent evaluation prior to the Schedule 14D-9 promptly after date hereof, to Company's auditors and the receipt audit committee of such comments the Company Board (i) any material weaknesses in its internal control over financial reporting and each (ii) any allegation of Parent and Merger Sub agrees to provide the fraud that involves management of Company or any other employees of Company and its counsel with copies Subsidiaries who have a significant role in Company's internal control over financial reporting or disclosure controls and procedures. Since January 1, 2012, neither Company nor any of its Subsidiaries has received any written comments that Parentcomplaint, Merger Sub allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its Subsidiaries or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsrespective internal accounting controls.

SEC Documents. (a) On The Company has filed with the date SEC all reports, schedules, statements and other documents required to be filed by the Offer is commencedCompany with the SEC since December 31, Parent 2006 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and Merger Sub shall file with as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to make any filing with the SEC. (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) fairly presents, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and prior to the extent required date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by applicable Federal Section 5.1 and state securities Laws. Each of Parent and Merger Sub(iv) other liabilities or obligations which would not, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The financial records, systems, controls, data and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and information of the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review Subsidiaries are recorded, stored, maintained and comment upon operated under means that are under the Schedule 14D-9 exclusive ownership and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders direct control of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the SEC or system of internal accounting controls described in the following sentence. The Company and its staff Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Schedule 14D-9 promptly after Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the receipt date of such comments this Agreement, to its auditors and each the Audit Committee (A) any significant deficiencies in the design or operation of Parent Internal Controls which could adversely affect its ability to record, process, summarize and Merger Sub agrees report financial data and have disclosed to provide its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls. Section 3.9 Absence of Certain Changes. From October 31, 2009, the Company and its counsel Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with copies past practices, and there has not been any change in the Company’s business, operations, condition (financial or otherwise), results of any written comments that Parentoperations, Merger Sub Assets or their counsel may receive from liabilities, except for changes which, individually or in the SEC or its staff with respect aggregate, would not reasonably be expected to the Offer Documents promptly after the receipt of such commentshave a Company Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commencedParent has filed or furnished all reports, Parent schedules, forms, proxy statements, prospectuses, registration statements and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance other documents required to be filed or furnished by it with the Exchange Act with respect SEC since January 1, 2019, and Parent has made available to the Offer Company (together with including through the SEC’s XXXXX database) true, correct and complete copies of all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal such documents (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"“Parent’s SEC Documents”). Concurrently with the filing As of their respective dates (or, if amended or supplemented, as of the Schedule TO by Parent and Merger Sub, date of the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"most recent amendment or supplement), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) each of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Parent’s SEC Documents complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Exchange Act of 1934, Merger Sub or as amended (the Company for use in the Schedule TO“Exchange Act”), the Offer Documents Securities Act and the Schedule 14D-9 shall notXxxxxxxx-Xxxxx Act of 2002, on the date first filed with the and any rules and regulations promulgated thereunder, and none of Parent’s SEC or first published, sent or provided to stockholdersDocuments, as the case may beof their respective dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in Parent’s SEC Documents (the “Parent Financial Statements”) was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments which are not expected, individually or in the aggregate, to be material). (c) Each of Parent and Merger Sub will take all steps necessary its Subsidiaries maintains systems of internal accounting and financial reporting controls that are sufficient to cause provide reasonable assurance regarding the Offer Documents, reliability of financial reporting and the Company will take all steps necessary to cause the Schedule 14D-9preparation of financial statements for external purposes in accordance with GAAP, to be filed with the SEC including policies and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees procedures sufficient to provide Parent and its counsel with copies of any written comments reasonable assurance: (i) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees its Subsidiaries maintains records that in reasonable detail accurately and fairly reflect, in all material respects, such member’s transactions and dispositions of assets; (ii) that transactions are recorded as necessary to provide permit the Company preparation of financial statements in conformity with GAAP; (iii) that receipts and its counsel expenditures are being made only in accordance with copies authorizations of management and such party’s board of directors or equivalent governing body; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of such member’s assets that could have a material effect on the Parent Financial Statements. Parent has no Knowledge of any written comments fraud or whistle-blower allegations, whether or not material, that Parent, Merger Sub involve management or their counsel may receive from other employees or consultants who have or had a significant role in the SEC internal control over financial reporting of Parent or any of its staff with respect to the Offer Documents promptly after the receipt of such commentsSubsidiaries.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”) On to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the date Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Offer is commencedSeller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after June 30, Parent and Merger Sub shall file with SEC 2010, (i) a Tender Offer Statement on Schedule TO were prepared in all material respects in accordance with the requirements of the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with did not at the Companytime they were filed (or, if amended or superseded by a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect filing prior to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will includedate hereof, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, then on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Seller has previously delivered to the Purchaser a correct and complete copy of Parent and Merger Sub will take all steps necessary to cause each report (including, without limitation, the Offer Documents, and most recent Proxy Statement) which the Company will take all steps necessary to cause the Schedule 14D-9, to be Seller filed with the SEC Securities and to be disseminated to holders of Exchange Commission (the Shares“SEC” or the “Commission”) under the Exchange Act for any period ending on or after June 30, in each case as and 2010 (the “Recent Reports”) to the extent not available via EXXXX. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handto be so disclosed, and no material non-public information has been disclosed to the CompanyPurchasers, except for certain information which will be publicly disclosed on the other handprior to September 30, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to 2011. To the extent that the Seller fails to so publicly disclose any such material non-public information prior to such date, any Purchaser in possession of such information shall be permitted to publicly disclose such material non-public information. The Seller agrees that it shall have become false and misleading in not furnish any Purchaser any material respect and Merger Sub will take all steps necessary non-public information concerning the Seller which it does not intend to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto disclose on or prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsdate.

SEC Documents. 3.4.1 The Buyer has filed all required forms, reports and documents with the SEC since January 1, 2003 (a) On collectively, the date the Offer is commenced"Buyer SEC Reports"), Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO all of which were prepared in all material respects in accordance with the Securities Act of 1933 and the Securities Exchange Act with respect to the Offer of 1934 (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSSecurities Laws"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file with the Buyer SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act Reports (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iva) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions applicable requirements of applicable Federal the Securities Laws and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (b) of the preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed prior to the date of this Agreement which was superseded by and corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders consolidated balance sheets of the SharesBuyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the consolidated financial position of the Buyer and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules), as superseded by or corrected in a subsequent Buyer SEC Report filed prior to the date of this Agreement, fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Buyer and its subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved except, in the case of unaudited statements, for the related notes and for normal year-end audit adjustments which will not be material in amount or effect. 3.4.2 Except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, set forth on the one handbalance sheet of the Buyer as of September 30, 2004 included in the Buyer Form 10-Q for the quarter then ended or otherwise disclosed in the notes thereto, such Form 10-Q or any Form 8-K filed by the Buyer from September 30, 2004 to the date of this Agreement, the Buyer, as of the date of this Agreement, does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30, 2004; (ii) liabilities and obligations incurred in connection with this Agreement and the Company, on the other hand, will promptly correct any information provided by it for use transactions contemplated hereby; and (iii) liabilities and obligations that individually or in the Offer Documents and the Schedule 14D-9 if and aggregate have not had or would not reasonably be expected to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsBuyer Material Adverse Effect.

SEC Documents. (a) On Each form, report, document, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 2008 (the “Company SEC Documents”), and all forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed by the Company with the SEC after the date hereof and prior to the Offer is commencedClosing Date, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO were and, in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed after the date hereof, will be, as of their respective dates, prepared in all material respects in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part applicable requirements of the Schedule TO. The Schedule TO will includeSecurities Act, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, then on the date of such filing, which filing, if relating to a Company SEC Document filed prior to the date hereof, shall have been made prior to the date of this Agreement), and in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed by the Company after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or such form, report, document, statement, schedule, prospectuses, registration statement or definitive proxy statement necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. Each To the knowledge of Parent the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (b) The chief executive officer and Merger Sub will take chief financial officer of the Company have made all steps necessary to cause certifications required by Sections 302 and 906 of the Offer DocumentsSxxxxxxx-Xxxxx Act, and statements contained in such certificates are complete and correct, and the Company will take is otherwise in material compliance with all steps necessary to cause applicable provisions of the Schedule 14D-9Sxxxxxxx-Xxxxx Act. (c) The Company has disclosed, based on its most recent evaluation, to be filed with the SEC Company’s auditors and to be disseminated to holders the audit committee of the Shares, in each case as Board of Directors of the Company (i) any significant deficiencies and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use material weaknesses in the Offer Documents and the Schedule 14D-9 if and design or operation of internal control over financial reporting, which are reasonably likely to the extent that it shall have become false and misleading adversely affect in any material respect the Company’s ability to record, process, summarize and Merger Sub will take all steps necessary report its consolidated financial information; and (ii) any fraud known to cause management, whether or not material that involved management or other employees who have a significant role in the Offer DocumentsCompany’s internal controls over financial reporting. As of the date hereof, and the Company will take all steps necessary to cause the Schedule 14D-9has not received any complaint or allegation in writing since January 1, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares2005, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC regarding accounting, internal accounting controls, or dissemination to stockholders of the Companyauditing matters, including any such complaint regarding improper accounting or auditing matters. The Company agrees to provide Parent and its counsel with copies of any written comments consolidated Subsidiaries have established and maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act; such disclosures controls and procedures are reasonably designed to ensure that the Company or its counsel may receive from the SEC or its staff with respect material information relating to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect consolidated Subsidiaries is made known on a timely basis to the Offer Documents promptly after individuals responsible for the receipt preparation of such commentsthe Company SEC Documents; and, as of the date hereof, to the knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, there is no reason to believe that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act when next due.

SEC Documents. (a1) On Parent has timely filed with or furnished to (as applicable) all reports, schedules, forms, statements and other documents required to be filed or furnished (as applicable) by Parent with the SEC pursuant to the Exchange Act and the Securities Act on or prior to the date of this Agreement (collectively, the Offer is commenced“Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on Electronic Data Gathering Analysis and Merger Sub shall file with Retrieval. As of their respective dates or, if amended prior to the date of this Agreement, as of the date of the last such amendment, the Parent SEC Documents (i) a Tender Offer Statement on Schedule TO were prepared in all material respects in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Act, as the case may be, applicable to such Parent SEC Documents and (ii) did not, at the time they were filed, or, if amended prior to the date of this Agreement, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. (2) The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) (the “Parent SEC Financial Statements”) comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent SEC Financial Statements fairly present, in all material respects, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause its consolidated Subsidiaries, as at the Offer Documentsrespective dates thereof, and the Company will take all steps necessary to cause consolidated results of their operations and their consolidated cash flows for the Schedule 14D-9respective periods then ended (subject, in the case of the unaudited statements, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as normal year-end audit adjustments and to the extent absence of information or notes not required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected GAAP to be filed included in interim financial statements), all in conformity with the SEC and to be disseminated to holders of the SharesGAAP (except as permitted by Regulation S-X or, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to pro forma information, subject to the Schedule 14D-9 promptly after qualifications stated therein) applied on a consistent basis during the receipt of such comments and each periods involved (except as may be indicated therein or in the notes thereto). (3) Except for matters reflected or reserved against in the unaudited balance sheet of Parent and Merger Sub agrees to provide dated as of March 31, 2020 contained in the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the Parent SEC or its staff with respect Documents filed prior to the Offer Documents promptly after date hereof (including in the receipt notes thereto) (the “Parent Balance Sheet”), neither Parent nor any of such commentsits Subsidiaries has any material obligations or liabilities of a nature that would have been required to be disclosed on the face of the Parent Balance Sheet in accordance with GAAP, except for obligations and liabilities that: (i) were incurred since the date of the Parent Balance Sheet in the Ordinary Course of Business consistent with past practice; (ii) are incurred in connection with the transactions contemplated by this Agreement; or (iii) would not reasonably be expected to materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereunder.

SEC Documents. (a1) On Parent has filed all forms, reports, exhibits and other documents required to be filed with the SEC since it first became a reporting company (“Initial Reporting Date”) and has made available to Company, except to the extent available in full without redaction on the SEC website through XXXXX two days prior to the date the Offer is commencedof this Agreement, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement its Quarterly Reports on Schedule TO Form 10-QSB for the periods ended June 30, 2004, September 30, 2004, December 31, 2004 and its Annual Report on Form 10-KSB for the period ended Xxxxx 00, 0000, (xx) all proxy statements relating to Parent’s meetings of stockholders (whether annual or special) held since the Initial Reporting Date, (iii) all other reports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of Parent) filed by Parent with the SEC since the Initial Reporting Date, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Parent SEC Documents”). The Parent SEC Documents (i) were prepared in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will includeSecurities Act, as exhibits, or the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Securities Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer DocumentsAct, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersrules thereunder, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No Subsidiary of Parent is required to file any forms, reports or other documents with the SEC. (2) As needed, Parent has established and Merger Sub maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Securities Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including any consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and, except as may be disclosed in reports filed by Parent with the SEC after the date of this Agreement in accordance with applicable SEC requirements with respect to disclosure controls and procedures maintained by Parent after the date hereof (it being understood that any such disclosure in such reports shall not have the effect of modifying the representation set forth in this sentence, to the extent this representation relates to the period prior to the date hereof), such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has provided to Company a correct and complete summary of any such disclosure made by management of Parent to Parent’s auditors and audit committee since the Initial Reporting Date. With respect to each Annual Report on Form 10-KSB, each Quarterly Report on Form 10-QSB and each amendment of any such report included in Parent SEC Documents filed since the Initial Reporting Date, the principal executive officer and the principal financial officer of Parent have made (or, in the case of the 2005 Form 10-KSB, will take make at the time of filing thereof) all steps necessary to cause certifications required by the Offer DocumentsXxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC, and the Company will take statements contained in such certifications are complete and correct. (3) Parent is in compliance in all steps necessary to cause material respects with the Schedule 14D-9provisions of Section 13(b) of the Securities Exchange Act. Neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, officer, agent, employee or other person acting on behalf of Parent or any of its Subsidiaries, has (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the filed Parent SEC Documents or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, between March 31, 2004 and the date of this Agreement, no event has occurred that would be filed with the SEC and required to be disseminated reported pursuant to holders Item 404 of Regulation S-B promulgated by the SharesSEC. (4) Since March 31, in each case as and 2005 (x) neither Parent nor any of its Subsidiaries nor, to the extent required by applicable Federal and state securities Laws. Each knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent and Merger Subor any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, on allegation, assertion or claim, whether written or oral, regarding the one handaccounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and the Company(y) no attorney representing Parent or any of its Subsidiaries, on the other handwhether or not employed by Parent or any of its Subsidiaries, will promptly correct has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and of its officers, directors, employees or agents to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders Board of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each Directors of Parent and Merger Sub agrees or any committee thereof or to provide the Company and its counsel with copies any director or officer of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement To the extent complete and correct copies are not available on Schedule TO in accordance the SEC’s website, the Company has made available to Parent complete and correct copies of all reports, schedules, forms, statements and other documents filed with the Exchange Act with respect or furnished to the Offer SEC by the Company since July 18, 2007 (such documents available on the SEC’s website or made available to Parent, together with all amendments and supplements thereto and including the exhibits theretoinformation incorporated therein by reference, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"“SEC Documents”). Concurrently with the filing of the Schedule TO by Parent and Merger SubSince July 18, 2007, the Company shall file has filed with or furnished to the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with each report, schedule, form, statement or other document or filing required by Law to be filed or furnished by the Exchange Act (together with all amendments and supplements thereto and including Company at or prior to the exhibits theretotime so required. No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the "SCHEDULE 14D-9"SEC. As of its respective effective date, in the case of SEC Documents that are registration statements filed pursuant to the Securities Act, and as of its respective filing or furnishing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), which shallin the case 9 Table of Contents of each other SEC Document, except each of the SEC Documents (A) complied as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions requirements of applicable Federal the Securities Act of 1933, as amended, and state securities Laws. The information provided the rules and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOregulations promulgated thereunder (collectively, the Offer Documents “Securities Act”) and the Schedule 14D-9 shall notExchange Act, on the date first filed with the in each case, applicable to such SEC or first publishedDocument, sent or provided to stockholders, as the case may be, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omitted to state a 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. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since July 18, 2007 and Merger Sub will take prior to the date of this Agreement and relating to the SEC Documents, together with all steps necessary written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to cause the Offer knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, (B) incurred in the ordinary course of business consistent in all material respects with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) that are not reasonably likely to have a Material Adverse Effect or (D) disclosed in the unaudited financial statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended July 31, 2010, filed with the SEC on September 9, 2010. (ii) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K or posting on its website, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the adoption of such code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders statements contained in such certifications were accurate as of the Sharesdate they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in each case as SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. 10 Table of Contents (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and to the extent required by applicable Federal and state securities Laws. Each any of Parent and Merger Subits Subsidiaries, on the one hand, and the Companyany unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, will promptly correct or any information provided by it for use “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Offer Documents and SEC)), where the Schedule 14D-9 if and purpose or intended or known result or effect of such joint venture, partnership or Contract is to the extent that it shall have become false and misleading in avoid disclosure of any material respect and Merger Sub will take all steps necessary to cause the Offer Documentstransaction involving, and the Company will take all steps necessary to cause the Schedule 14D-9or material liabilities of, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or any of its counsel may receive from Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC or its staff Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with respect to the Schedule 14D-9 promptly after Exchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the receipt of such comments and each of Parent and Merger Sub agrees to provide Exchange Act) in compliance with the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsExchange Act.

SEC Documents. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (aincluding exhibits and all other information incorporated by reference) On required to be filed by it with the SEC since January 1, 2007. Parent has made available to the Company, or the XXXXX system of the SEC contains in a publicly available format, all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Offer is commencedEffective Time) are referred to herein as the “Parent SEC Reports”. As of their respective dates, the Parent and Merger Sub shall file with SEC Reports (i) a Tender Offer Statement on Schedule TO were prepared in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe U.S. Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersU.S. Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of Parent and Merger Sub will take all steps necessary Parent’s Subsidiaries is required to cause the Offer Documentsfile any forms, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed reports or other documents with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC.

SEC Documents. (a) On Parent has filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), on a timely basis or having received the appropriate extension of time within which to file, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent with or to the SEC, including all reports that Parent was required to file pursuant to Section 13 of the U.S. Securities Exchange Act of 1934 (such Act, the “Exchange Act”, and such documents, the “Parent SEC Documents”). As of their respective filing dates or, in the case of a registration statement under the Securities Act, as of the date such registration statement was declared effective by the Offer is commencedSEC, Parent and Merger Sub shall file with SEC or, if amended (or deemed amended), as of the date of the last amendment or deemed amendment, (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect Parent SEC Documents complied as to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with then-applicable requirements of the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall notXxxxxxxx-Xxxxx Act of 2002, on and (ii) none of the date first filed with the Parent SEC or first published, sent or provided to stockholders, as the case may be, contain Documents contained any untrue statement of a material fact or omit omitted to state a 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. No subsidiary of Parent is, or has been, required by applicable regulations promulgated by the SEC to file or furnish under the Exchange Act, or otherwise submit to the SEC, any form, report, registration statement or other document. (b) Each of the consolidated financial statements of Parent (including, in each case, any related notes thereto where applicable) contained in the Parent SEC Documents (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except, in each case, as otherwise described therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (iii) fairly presents in all material respects, as applicable, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause its subsidiaries as of the Offer Documents, respective dates thereof and the Company will take all steps necessary to cause consolidated results of Parent’s and its subsidiaries’ operations and cash flows for the Schedule 14D-9periods indicated (subject, in the case of unaudited statements, to be year-end audit adjustments and the absence of footnotes and subject to restatements filed with the SEC prior to the date of this Agreement). (c) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disseminated disclosed in Parent’s periodic and current reports under the Exchange Act, is made known to holders of Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Exchange Act. (d) Parent and its counsel shall be given subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable opportunity to review assurance regarding the reliability of Parent’s financial reporting and comment upon the Schedule 14D-9 and all amendments and supplements thereto preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent, based on its most recent evaluation of Parent’s internal control over financial reporting prior to their filing the date hereof, has not identified (i) any significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Parent is in compliance in all material respects with the SEC or dissemination to stockholders all current listing and corporate governance requirements of the Company. The Company agrees NASDAQ Capital Market applicable to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On The Company has filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company or any of its Subsidiaries with the SEC since December 31, 1999 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use may be noted therein. (c) Except as set forth in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer DocumentsCompany SEC Reports, and neither the Company will take all steps necessary to cause the Schedule 14D-9nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, as so corrected absolute, contingent or otherwise) that would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from the SEC or its staff with respect September 30, 2002 to the Schedule 14D-9 promptly date hereof (iii) liabilities incurred after the receipt of such comments date hereof that are permitted by Section 5.1 hereof and each of Parent and Merger Sub agrees to provide (iv) other liabilities or obligations which would not, individually or in the aggregate, cause a Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On Concentra and its predecessors have filed all forms, reports and documents required to be filed by it with the SEC since May 15, 1995 (collectively, the "CONCENTRA REPORTS"). As of their respective dates, the Concentra Reports and any such reports, forms and other documents filed by Concentra with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretocomplied, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO or will includecomply, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall rules and regulations thereunder and (ii) did not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Concentra Report filed prior to the date of this Agreement which was superseded by a subsequent Concentra Report filed prior to the date of this Agreement. No Concentra subsidiary is required to file any report, form or other document with the SEC. (b) Each of Parent the consolidated balance sheets of Concentra included in or incorporated by reference into the Concentra Reports (including the related notes and Merger Sub will take all steps necessary to cause schedules) (collectively, the Offer Documents"CONCENTRA BALANCE SHEETS") fairly present the consolidated financial position of Concentra and Concentra's subsidiaries as of their respective dates, and each of the Company will take all steps necessary to cause consolidated statements of income, retained earnings and cash flows of Concentra included in or incorporated by reference into the Schedule 14D-9Concentra Reports (including any related notes and schedules) (collectively the "CONCENTRA INCOME STATEMENTS" and together with the Concentra Balance Sheets, the "CONCENTRA FINANCIAL STATEMENTS") fairly present the results of operations, retained earnings or cash flows, as the case may be, of Concentra and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be filed material in amount or effect). The Concentra Financial Statements, including the notes thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the SEC and to be disseminated to holders of the Shares, in each case as and periods covered thereby (except to the extent disclosed therein or required by applicable Federal and state securities Lawschanges in GAAP). Each Neither Concentra nor any of Parent and Merger Subits subsidiaries have any liabilities or obligations of any kind (whether accrued, on the one handabsolute, and the Companyfixed, on the other handcontingent or otherwise) that are not reflected on, will promptly correct any information provided by it for use or reserved against, in the Offer Documents balance sheet contained in the Concentra Financial Statements or in the notes thereto, except for (i) liabilities or obligations arising in the ordinary course of business since September 30, 1997 and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected (ii) liabilities or obligations which would not be required to be filed presented in financial statements or the notes thereto prepared in accordance with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsGAAP.

SEC Documents. (a) On Parent has filed or furnished, as applicable, on a timely basis, all required reports, schedules, forms, certifications, and proxy and other statements with the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (collectively and together with all amendments documents filed on a voluntary basis on Form 8-K, and supplements in each case, including all exhibits and schedules thereto and including documents incorporated by reference therein, as have been supplemented, modified or amended since the exhibits theretotime of filing, the "SCHEDULE TO"“SEC Documents”) and (ii) together with since the Companybeginning of Parent’s last completed fiscal year. Since the beginning of Parent’s last completed fiscal year, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part each of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and at the Company will take all steps necessary to ensure that the Schedule 14D-9time of its filing or being furnished, will comply complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOExchange Act, the Offer Documents Securities Act, and the Schedule 14D-9 shall notXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), on and any rules and regulations promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, if amended prior to the date first filed with hereof, as of the date of such amendment), the SEC Documents filed or first published, sent or provided to stockholders, as furnished since the case may be, beginning of Parent’s last completed fiscal year did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading (b) The audited balance sheet of Parent dated March 25, 2023 contained in the SEC Documents is hereinafter referred to as the “Parent Balance Sheet.” Parent does not have any liabilities other than liabilities that: (i) are reflected or reserved against in the Parent Balance Sheet (including the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of Parent’s business consistent with past practice; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to be material to the Parent Balance Sheet, individually or in the aggregate. (c) The financial statements of Parent (including any related notes and schedules thereto) contained in the SEC Documents filed since the beginning of the last completed fiscal year (the “Parent Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by GAAP). Each The Parent Financial Statements accurately reflect the books and records of Parent and Merger Sub will take its subsidiaries and present fairly in all steps necessary to cause material respects the Offer Documentsconsolidated financial position, results of operations and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each cash flows of Parent and Merger Subits subsidiaries at and for the respective periods indicated (subject, on in the one handcase of the unaudited financial statements included in the Parent Financial Statements, to normal year-end adjustments and any other adjustments described therein and as may be permitted by GAAP). (x) Xxxxxx maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rules 13a-15 or 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Parent are being made only in accordance with authorizations of management and Parent’s board of directors, and (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, use or disposition of Parent’s assets that could have a materially adverse effect on Parent’s financial statements. Parent maintains disclosure controls and procedures within the other handmeaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Such disclosure controls and procedures are designed and maintained to ensure that information relating to Parent, will promptly correct any information provided by it for use including its consolidated subsidiaries, required to be disclosed in Parent’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Offer Documents rules of the SEC, and that all such material information is accumulated and communicated to the Parent’s principal executive officer and its principal financial officer by others employed by Parent to allow timely decisions regarding required disclosure under the Exchange Act and to make the certifications required under the Exchange Act with respect to such reports. Parent has disclosed to its auditors and the Schedule 14D-9 if and audit committee of its Board of Directors (A) any “significant deficiency” or “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X) in the system of internal control over financial reporting which are reasonably likely to the extent that it shall have become false and misleading adversely affect in any material respect its ability to timely record, process, summarize and Merger Sub will take all steps necessary to cause the Offer Documentsreport financial information, and the Company will take all steps necessary to cause the Schedule 14D-9(B) any fraud, as so corrected to be filed with the SEC and to be disseminated to holders whether or not material, that involves management or other employees of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given subsidiaries who have a reasonable opportunity to review and comment upon significant role in its internal control over financial reporting. (e) As of the Schedule 14D-9 and date of the Agreement, Parent is in compliance in all amendments and supplements thereto prior to their filing material respects with the SEC or dissemination listing and corporate governance rules and regulations of The Nasdaq Stock Market LLC applicable to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (aother than preliminary materials) On filed by Parent with the date SEC since September 30, 1999, each in the Offer is commencedform (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Parent and Merger Sub shall file with SEC Reports"). As of their respective dates, the Parent Reports (i) a Tender Offer Statement on Schedule TO were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act with respect to and the Offer (together with all amendments rules and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") regulations thereunder and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits Subsidiaries as of its date, and each of the Company will take consolidated statements of income, cash flows and shareholders' equity of Parent included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary to cause material respects the Schedule 14D-9results of operations, cash flows or changes in shareholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be filed with permitted by Form 10-Q of the SEC and to be disseminated to holders of the Shares(y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Lawsmay be noted therein. Each of Parent and Merger SubExcept as reflected in such financial statements, on the one handincluding all notes thereto, and except for liabilities incurred in connection with this Agreement, the CompanyStock Option Agreements or the transactions contemplated hereby or thereby, on the neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other hand, will promptly correct any information provided by it for use than (i) liabilities and obligations arising in the Offer Documents and ordinary course of business since the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 date of such comments financial statements and each of (ii) liabilities or obligations which do not have and would not reasonably be expected to have, individually or in the aggregate (together with those described in clause (i)), a Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On Fred Meyer has delivered or made available to Smith's true and compxxxx xxxxxs of each registration statement, prxxx xx information statement, form, report and other documents required to be filed by it with the SEC since January 1, 1996 (collectively, the "Fred Meyer SEC Reports"). As of their respective dates, the Fred Mexxx SXX Xxports and any registration statements, reports, foxxx, xxxxx or information statements and other documents filed by Fred Meyer with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with complixx, ox, xxth respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets of Fred Meyer included in or incorporated by reference into the Fred Mxxxx XXX Xeports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of Fred Meyer and its consolidated Subsidiaries as of its date, and eaxx xf xxx consolidated statements of income, retained earnings and cash flows of Fred Meyer included in or incorporated by reference into the Company will take Fred Mxxxx XXX Xeports (including any related notes and schedules) xxxxexxx xairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, retained earnings or cash flows, as the case may be, of Fred Meyer and its Subsidiaries for the periods set forth therein (xxxxexx, xn the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein. (c) Neither Fred Meyer nor any of its Subsidiaries has any liabilities or obligxxxxnx xx any nature (whether accrued, absolute, contingent or otherwise) that would be required to the extent required by applicable Federal and state securities Laws. Each be reflected on, or reserved against in, a balance sheet of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use Fred Meyer or in the Offer Documents notes thereto, prepared in accordance with GAAX xxnxxxxxntly applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Fred Meyer as of February 1, 1997 and (ii) liabilities or obligatioxx xrxxxxx in the Schedule 14D-9 if and to ordinary course of business (including trade indebtedness) since February 1, 1997 which would not, individually or in the extent that it shall aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On Parent has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC between September 30, 1994 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by Parent with the Offer is commencedSEC between September 30, 1994 and the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as the "Parent and Merger Sub shall file SEC Documents." As of the time each of the Parent SEC Documents was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed Parent SEC Document, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent included in the Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and Merger Sub will take all steps necessary the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to cause normal year-end audit adjustments). Between March 31, 1997 and the Offer Documentsdate of this Agreement, Parent has not incurred any liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles, except for (i) liabilities incurred in the ordinary course of business, and the Company will take all steps necessary to cause the Schedule 14D-9(ii) liabilities that would not, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall aggregate, have become false and misleading in any a material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that adverse effect on Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On Parent has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Parent with the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with since Parent’s registration under the Exchange Act with respect or the Securities Act to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part date of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectivelythis Agreement, together with any amendments and amendments, restatements or supplements theretothereto (collectively, the "OFFER DOCUMENTS")“Parent SEC Documents”) and such Parent SEC Documents are true and correct in all material respects. Concurrently with the As of its filing of the Schedule TO by date, each Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer DocumentsDocument complied, and the Company forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Documents”) will take all steps necessary comply, as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002. Assuming all applicable Federal and state securities Laws. The information provided and relating to be provided by Parent, Merger Sub or the Company for use and the Company Subsidiaries, the Key Equityholders or their Affiliates is provided to Parent in a timely manner, all Additional Parent SEC Documents will be timely filed. All Parent SEC Documents, Additional Parent SEC Documents, any material correspondence from or to the SEC or Nasdaq relating to the registration or listing of the Parent Common Stock and all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U.S.C. §1350 (Section 906) of the Xxxxxxxx-Xxxxx Act of 2002 with respect to any of the foregoing (collectively, the “Certifications”) have been delivered to the Company in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first form filed with the SEC or first publishedare available on XXXXX. The Parent SEC Documents at the time filed did not contain, sent or provided to stockholdersand the Additional Parent SEC Documents will not contain, as of the case may bedate of such filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, made therein not misleading in light of the circumstances under which they were made. Parent has not filed any confidential material change report with any Governmental Authorities that remains confidential. The Certifications are each true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. To the Knowledge of Parent, not misleading. Each each director and executive officer of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be has filed with the SEC and on a timely basis all statements required with respect to be disseminated to holders Parent by Section 16(a) of the SharesExchange Act and the rules and regulations thereunder. As used in this Section 3.9, the term “file” shall be broadly construed to include any manner in each case as and which a document or information is furnished, supplied or otherwise made available to the extent required by applicable Federal and state securities LawsSEC. Each of Parent and Merger Sub, on the one hand, and No representation or warranty is being given hereunder with respect to any information relating to the Company, on the other handCompany Subsidiaries, will promptly correct any information provided by it for use the Key Equityholders or their Affiliates contained in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Additional Parent SEC Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On The Company has filed all forms, documents, schedules, certifications, prospectuses, reports, and registration, proxy and other statements, required to be filed or furnished by it with or to the date SEC since December 31, 2007 pursuant to the Offer is commencedrequirements of the Securities Act, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretoAct, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersXxxxxxxx-Xxxxx Act, as the case may be, contain and the applicable rules and regulations promulgated thereunder (the “Company SEC Documents”), which term shall include such documents filed during such period on a voluntary basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein. None of the Company Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act), and as of their respective filing dates with the SEC (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents filed by the Company between the date of this Agreement and the date of the Equity Closing shall comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed or, if amended, as of the date of such amendment contained, or if filed after the date hereof will contain, any untrue statement of a material fact or omit omitted to state a 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, or are to be made, not misleading. Each The Company has made available to Parent a complete and correct copy of Parent and Merger Sub will take all steps necessary any material amendments or modifications which, to cause the Offer DocumentsCompany’s Knowledge, and the Company will take all steps necessary to cause the Schedule 14D-9, are required to be filed with the SEC and to be disseminated to holders of the SharesSEC, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall but have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be not yet been filed with the SEC and SEC, with respect to be disseminated to holders of (i) agreements which previously have been filed by the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing Company with the SEC pursuant to the Securities Act or dissemination the Exchange Act and (ii) the Company SEC Documents filed prior to stockholders the date hereof. As of the Company. The Company agrees to provide Parent and its counsel with copies date of any written this Agreement, there are no outstanding or unresolved comments that the Company or its counsel may receive received from the SEC or its staff with respect to the Schedule 14D-9 promptly after Company SEC Documents. (b) The consolidated financial statements (as restated prior to the receipt date hereof, if applicable, and including all related notes and schedules) of such comments and each the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of Parent and Merger Sub agrees to provide the Company and its counsel consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto) in conformity with copies GAAP (except, in the case of any written comments that Parentthe unaudited statements, Merger Sub as permitted by the rules related to Quarterly Reports on Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or their counsel may receive from in the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsnotes thereto).

SEC Documents. (a) On A complete list of the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance registration statements of Tuckxx xxxed with the United States Securities and Exchange Act Commission ("SEC") in connection with respect to the Offer (together with Tuckxx'x xxxtial public offering of Tuckxx Xxxmon Stock, and all exhibits, amendments and supplements thereto and including the exhibits thereto, (the "SCHEDULE TOTuckxx Xxxistration Statement"), and each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (iiF) together other reports filed with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect SEC pursuant to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will includeExchange Act (in all such cases, as including all exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto), prepared by Tuckxx xx any of the Tuckxx Xxxsidiaries or relating to properties of Tuckxx xx the Tuckxx Xxxsidiaries (including registration statements covering mortgage pass-through certificates) since the effective date of the Tuckxx Xxxistration Statement, is set forth in Section 5.7 of the Tuckxx Xxxclosure Letter, and copies of such documents, in the form (including exhibits and any amendments thereto) filed with the SEC, have previously been provided or made available to Bradxxx xx its counsel (collectively, the "OFFER DOCUMENTSTuckxx Xxxorts"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file The Tuckxx Xxxorts were filed with the SEC in a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with timely manner and constitute all forms, reports and documents required to be filed by Tuckxx xxxer the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (together with all amendments and supplements thereto and including the exhibits thereto"Securities Laws"). As of their respective dates, the "SCHEDULE 14D-9"), which shall, except Tuckxx Xxxorts (i) complied as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply form 12 18 in all material respects with the provisions applicable requirements of applicable Federal the Securities Laws and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent the consolidated balance sheets of Tuckxx xxxluded in or incorporated by reference into the Tuckxx Xxxorts (including the related notes and Merger Sub will take all steps necessary to cause schedules) fairly presents the Offer Documentsconsolidated financial position of Tuckxx xxx the Tuckxx Xxxsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Tuckxx xxxluded in or incorporated by reference into the Company will take all steps necessary to cause Tuckxx Xxxorts (including any related notes and schedules) fairly presents the Schedule 14D-9results of operations, retained earnings or cash flows, as the case may be, of Tuckxx xxx the Tuckxx Xxxsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be filed with the SEC and to be disseminated to holders of the Sharesmaterial in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, set forth on the one handconsolidated balance sheet of Tuckxx xxx the Tuckxx Xxxsidiaries at December 31, and the Company1994, on the other handincluding all notes thereto, will promptly correct any information provided by it for use or as set forth in the Offer Documents and Tuckxx Xxxorts or in Section 5.7 of the Schedule 14D-9 if and to Tuckxx Xxxclosure Letter, neither Tuckxx xxx any of the extent that it shall have become false and misleading in Tuckxx Xxxsidiaries has any material respect and Merger Sub will take all steps necessary to cause the Offer Documentsliabilities or obligations of any nature (whether accrued, and the Company will take all steps necessary to cause the Schedule 14D-9absolute, as so corrected contingent or otherwise) that would be required to be filed reflected on, or reserved against in, a balance sheet of Tuckxx xx in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date and liabilities for expenses of attorneys, accountants and investment bankers incurred in connection with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMerger.

SEC Documents. West Pac has delivered or made available to ------------- Frontier each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 1995, which reports constitute all of the documents required to be filed by West Pac with the Securities and Exchange Commission ("SEC") since --- such date, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "West Pac SEC Reports"). As of their -------------------- respective dates, the West Pac SEC Reports and any West Pac SEC Reports filed after the date hereof and prior to the Effective Time (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect complied as to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, and the rules and regulations thereunder; and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be West Pac has timely filed with the SEC and all reports required to be disseminated to holders filed under Sections 13, 14 and 15(d) of the SharesExchange Act since January 1, in each case as and to the extent required by applicable Federal and state securities Laws1995. Each of Parent the balance sheets of West Pac included in or incorporated by reference into the West Pac SEC Reports (including the related notes and Merger Subschedules) fairly present in all material respects the financial position of West Pac as of its date (subject, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and case of unaudited statements, to the extent that it shall have become false and misleading normal year-end audit adjustments which would not be material in any material respect and Merger Sub will take all steps necessary to cause the Offer Documentsamount or effect), and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent the consolidated statements of income, retained earnings and Merger Sub agrees cash flows of West Pac included in or incorporated by reference into the West Pac SEC Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of West Pac for the periods set forth therein (subject, in the case of unaudited statements, to provide normal year-end audit adjustments which would not be material in amount or effect). The financial statements of West Pac, including the Company notes thereto, included in or incorporated by reference into the West Pac SEC Reports comply as to form in all material respects with applicable accounting requirements and its counsel with copies the published rules and regulations of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") (except as may be indicated in the notes thereto). Since January 1, ---- 1995, there has been no material change in West Pac's accounting methods or principles except as described in the notes to the Offer Documents promptly after the receipt of such commentsWest Pac financial statements.

SEC Documents. (a) On Parent has timely filed all forms, reports and documents required to be filed with the date SEC since December 31, 1995 and has made available to the Offer is commencedCompany and Principal Shareholders, Parent and Merger Sub shall file in the form filed with SEC the SEC, (i) a Tender Offer Statement its Annual Report on Schedule TO Form 10-KSB for the fiscal year ended December 31, 1997, (ii) its Quarterly Report on Form 10-Q for the period ended Marcx 00, 0000, (xxx) xxx proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1997, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Parent SEC Reports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with Securities Act or the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersAct, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of Parent and Merger Sub will take its consolidated subsidiaries included in such reports are correct in all steps necessary to cause the Offer Documentsmaterial respects, were prepared in accordance with GAAP consistently applied, and present fairly the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Sub, on its consolidated subsidiaries as of the one hand, dates thereof and the Company, on consolidated results of their operations and cash flows for the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsperiods then ended.

SEC Documents. (a) On The Company has filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company or any of its Subsidiaries with the SEC since December 31, 1997 (collectively, the "COMPANY SEC REPORTS"). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, shareholders' equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use may be noted therein. (c) Except as set forth in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer DocumentsCompany SEC Reports, and neither the Company will take all steps necessary to cause the Schedule 14D-9nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, as so corrected absolute, contingent or otherwise) that would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of June 30, 2000, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from the SEC or its staff with respect June 30, 2000 to the Schedule 14D-9 promptly date hereof and (iii) liabilities incurred after the receipt of such comments date hereof that are permitted by Section 5.1 hereof and each of Parent and Merger Sub agrees to provide (iv) other liabilities or obligations which would not, individually or in the aggregate, cause a Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. Parent is subject to the requirements of Section 12 or 15(d) of the Exchange Act and, except as set forth in Section 3.6 of the Parent Disclosure Schedule, has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (aincluding exhibits and all other information incorporated by reference) On required to be filed by it with the SEC, including all reports required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act since Parent became subject to the reporting requirements thereof. Parent has made available to the Company or the Company may obtain from the XXXXX database of the SEC, all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Offer is commencedEffective Time) are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent and Merger Sub shall file with SEC Reports (i) a Tender Offer Statement on Schedule TO were or, if filed subsequent to the date hereof, will be, prepared in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not or, if filed subsequent to the date hereof, will not, at the time they were or will be filed (or if amended or superseded by a filing prior to the Signing Date then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of , except to the extent corrected by a subsequently filed Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be SEC Report that has been filed with the SEC and prior to the Signing Date or the Closing, as applicable. Except for MedQuist Inc., none of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC. The Parent Common Stock is registered under Section 12(b) of the Exchange Act. Shares of Parent Common Stock are (or in the case of the shares of Parent Common Stock that constitute Equity Consideration, will be as of the Closing), eligible to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, traded on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders Global Market of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsNASDAQ.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be has filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with all documents required to be so filed by it, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE 14D-9"“Parent Reports”). As of its respective date or, which shallif amended by a subsequent filing prior to the date hereof, except as otherwise provided hereinon the date of such filing, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) each Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Report has complied in all material respects with all applicable requirements of the provisions of applicable Federal and state securities Laws. The information provided and to be provided by ParentExchange Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents SOX and the Schedule 14D-9 shall notrules and regulations promulgated thereunder, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, and did not (i) contain any untrue statement of a material fact or (ii) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and Merger Sub will take schedules) fairly presents in all steps necessary to cause material respects the Offer Documentsfinancial position of Parent as of its date, and each of the Company will take statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent for the periods set forth therein (such balance sheets and statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to cause form in all material respects with the Schedule 14D-9, to be filed with published rules and regulations of the SEC and to (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be disseminated to holders of noted in the SharesParent Financial Statements or as permitted by Form 10-K, in each case 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at August 31, 2014, Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by applicable Federal and state securities Laws. Each GAAP to be reflected in a balance sheet of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use or disclosed in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsnotes thereto.

SEC Documents. (a) On Each form, report, document, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 2008 (the “Company SEC Documents”), and all forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed by the Company with the SEC after the date hereof and prior to the Offer is commencedClosing Date, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO were and, in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed after the date hereof, will be, as of their respective dates, prepared in all material respects in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part applicable requirements of the Schedule TO. The Schedule TO will includeSecurities Act, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersXxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a subsequent filing, then on the date of such filing, which filing, if relating to a Company SEC Document filed prior to the date hereof, shall have been made prior to the date of this Agreement), and in the case of such forms, reports, documents, statements, schedules, prospectuses, registration statements and definitive proxy statements filed by the Company after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or such form, report, document, statement, schedule, prospectuses, registration statement or definitive proxy statement necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. Each To the knowledge of Parent the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (b) The chief executive officer and Merger Sub will take chief financial officer of the Company have made all steps necessary to cause certifications required by Sections 302 and 906 of the Offer DocumentsXxxxxxxx-Xxxxx Act, and statements contained in such certificates are complete and correct, and the Company will take is otherwise in material compliance with all steps necessary to cause applicable provisions of the Schedule 14D-9Xxxxxxxx-Xxxxx Act. (c) The Company has disclosed, based on its most recent evaluation, to be filed with the SEC Company’s auditors and to be disseminated to holders the audit committee of the Shares, in each case as Board of Directors of the Company (i) any significant deficiencies and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use material weaknesses in the Offer Documents and the Schedule 14D-9 if and design or operation of internal control over financial reporting, which are reasonably likely to the extent that it shall have become false and misleading adversely affect in any material respect the Company’s ability to record, process, summarize and Merger Sub will take all steps necessary report its consolidated financial information; and (ii) any fraud known to cause management, whether or not material that involved management or other employees who have a significant role in the Offer DocumentsCompany’s internal controls over financial reporting. As of the date hereof, and the Company will take all steps necessary to cause the Schedule 14D-9has not received any complaint or allegation in writing since January 1, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares2005, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC regarding accounting, internal accounting controls, or dissemination to stockholders of the Companyauditing matters, including any such complaint regarding improper accounting or auditing matters. The Company agrees to provide Parent and its counsel with copies of any written comments consolidated Subsidiaries have established and maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act; such disclosures controls and procedures are reasonably designed to ensure that the Company or its counsel may receive from the SEC or its staff with respect material information relating to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect consolidated Subsidiaries is made known on a timely basis to the Offer Documents promptly after individuals responsible for the receipt preparation of such commentsthe Company SEC Documents; and, as of the date hereof, to the knowledge of the Company, the Company has not identi- fied any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, there is no reason to believe that its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act when next due.

SEC Documents. (a) On Artra has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31, 1996 (collectively, the "Artra Reports"). As of their respective dates, the Artra Reports, and any such reports, forms and other documents filed by Artra with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretocomplied, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO or will includecomply, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall rules and regulations thereunder and (ii) did not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Artra Report filed prior to the date of this Agreement that was superseded by a subsequent Artra Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Artra Report. (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Artra Reports (including the related notes and Merger Sub will take all steps necessary to cause schedules) fairly presents the Offer Documentsconsolidated financial position of Artra and its Subsidiaries as of its date, and each of the Company will take all steps necessary to cause xxxxxxx dated statements of income, retained earnings and cash flows included in or incorporated by reference into the Schedule 14D-9Artra Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Artra and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be filed with the SEC and to be disseminated to holders of the Sharesmaterial in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither Artra nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Artra or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities and to obligations that were reserved on or reflected in (including the extent required by applicable Federal and state securities Laws. Each notes to), the xxxxxxx dated balance sheet of Parent and Merger SubArtra as of December 31, on 1998, (ii) liabilities arising in the one handordinary course of business since December 31, 1998, and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsan Artra Material Adverse Effect.

SEC Documents. (a) On Parent has filed with the SEC all reports, schedules, statements and other documents required to be filed by Parent or any of its Subsidiaries with the SEC since December 31, 1999 (collectively, the “Parent SEC Reports”). As of their respective dates, with respect to Parent SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, stockholders’ equity and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as and may be noted therein. (c) Except as set forth in the Parent SEC Reports, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from September 30, 2002 to the extent required date hereof, (iii) other liabilities incurred after the date hereof that are permitted by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handSection 5.2 hereof, and the Company(iv) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to aggregate, cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. a Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) Parent has made available to the Company a Tender Offer Statement on Schedule TO in accordance true and complete copy of each report, schedule, registration statement, definitive proxy statement and exhibit to the foregoing documents filed by Parent with the Exchange Act with respect to the Offer SEC since December 31, 2001 (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSParent SEC Documents"). Concurrently with , which are all the filing of the Schedule TO by documents (other than preliminary material) that Parent and Merger Sub, the Company shall was required to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretosince December 31, the "SCHEDULE 14D-9")2001. As of their respective dates, which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Subsidiaries of Parent is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements of Parent included in the Parent SEC Documents were prepared from the books and records of Parent and Merger Sub will take its Subsidiaries, complied as to form in all steps necessary to cause material respects with the Offer Documentspublished rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the Company will take all steps necessary to cause case of the Schedule 14D-9unaudited statements, to be filed with normal, recurring adjustments, none of which are material) the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Sub, on the one hand, its consolidated Subsidiaries as of their respective dates and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents consolidated results of operations and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders consolidated cash flows of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review consolidated Subsidiaries for the periods presented therein. Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and comment upon any party who is at the Schedule 14D-9 and all amendments and supplements thereto date of this Agreement or was at any time prior to their filing with the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC or dissemination to stockholders of the Company. The Company agrees to provide Documents. (ii) Parent and its counsel with copies of any has not received written comments that the Company or its counsel may receive notice from the SEC or any other Governmental Entity that any of its staff with respect accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 14D-9 promptly after 3.2(d) of the receipt Parent Disclosure Schedule is a list of such comments all off-balance sheet special purpose entities and each financing arrangements of Parent and Merger Sub agrees Subsidiaries of Company. (iii) With respect to provide the Company each annual report on Form 10-K, each quarterly report on Form 10-Q and its counsel with copies each amendment of any written comments that Parentsuch report included in the Parent SEC Documents, Merger Sub or their counsel may receive from the SEC or its staff with respect to chief executive officer and chief financial officer of Parent have made all certifications required by the Offer Documents promptly after Sarbanes-Oxley Act and any related rules and regulations promulgated bx xxx XXX xxx the receipt of NYSE, and the statements contained in any such commentscertifications are complete and correct.

SEC Documents. (a) On Buyer has made available to Seller (via the date the Offer is commenced, Parent and Merger Sub shall file with SEC (iXXXXX system) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments true and supplements thereto complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be other document filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file Buyer with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with since its initial registration of the Exchange Act Buyer’s units (together with all amendments and supplements thereto and including the exhibits thereto“Buyer SEC Documents”). Each of the Buyer SEC Documents has been timely filed and, as of their respective dates, each of the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Buyer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC Exchange Act or first published, sent or provided to stockholdersany other applicable Law, as the case may be, contain in each case, to the extent applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer DocumentsBuyer has timely filed each report, statement, schedule, prospectus, and the Company will take all steps necessary registration statement that Buyer was required to cause the Schedule 14D-9, to be filed file with the SEC and since its inception. Buyer has made available (including via the XXXXX system) to be disseminated to holders of Seller all material correspondence between the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, SEC on the one hand, and the CompanyBuyer or any of its subsidiaries, on the other hand, will promptly correct any information provided by it for use in since the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders initial registration of the Shares, Buyer’s units. There are no material outstanding or unresolved comments in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive letters from the SEC or its staff with respect to any of the Schedule 14D-9 promptly after Buyer SEC Documents. None of the receipt Buyer SEC Documents is the subject of such comments ongoing SEC review or outstanding SEC comment and each of Parent and Merger Sub agrees to provide neither the Company and its counsel with copies SEC nor any other Governmental Body is conducting any investigation or review of any written comments Buyer SEC Document. (b) The financial statements of Buyer included in the Buyer SEC Documents complied, and in the case of financial statements filed following the Execution Date will comply, as to form in all material respects with Regulation S-X of the SEC, were prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present, and in the case of financial statements filed following the Execution Date will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Buyer as of their respective dates and the results of operations and the cash flows of Buyer for the periods presented therein. (c) Xxxxx makes and keeps books, records and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NYSE American LLC (“NYSE American”). Such disclosure controls and procedures are reasonably designed to ensure that Parentall material information required to be disclosed by Buyer in the reports that it files under the Exchange Act are recorded, Merger Sub or their counsel may receive from processed, summarized and reported within the SEC or time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its staff with respect management as appropriate to allow timely decisions regarding required disclosure and to make the Offer Documents promptly after certifications required pursuant to Sections 302 and 906 of the receipt Xxxxxxxx-Xxxxx Act of such comments2002, as amended, and the rules and regulations promulgated thereunder.

SEC Documents. (a) On Acquiror has filed and made available to the date Company true and complete copies of each registration statement, proxy or information statement, form, report and other documents required to be filed by it with the Offer is commencedSEC since January 1, Parent and Merger Sub shall file with 1995 (collectively, the "Acquiror SEC Reports"). As of their respective dates, the Acquiror SEC Reports (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act complied, or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into Acquiror SEC Reports (including the related notes and Merger Sub will take schedules) presents fairly, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of Acquiror and its consolidated Subsidiaries as of its date, and each of the Company will take consolidated statements of income, retained earnings and cash flows of Acquiror included in or incorporated by reference into Acquiror SEC Reports (including the related notes and schedules) presents fairly, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, retained earnings or cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, neither Acquiror nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Acquiror or in the extent required by applicable Federal and state securities Laws. Each notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent and Merger SubAcquiror as of September 30, on 1998, (ii) liabilities or obligations arising in the one handordinary course of business (including trade indebtedness) since September 30, 1998, and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsMaterial Adverse Effect.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance has filed with the Exchange Act with respect SEC, and has heretofore made available to the Offer Company (together by public filing with the SEC or otherwise) true and complete copies of, all amendments reports, schedules, forms, statements and supplements thereto and including other documents required to be filed with the exhibits theretoSEC by Parent since December 31, 2000 (collectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER PARENT SEC DOCUMENTS"). Concurrently Parent does not have any outstanding and unresolved comments from the SEC with the filing respect to any of the Schedule TO Parent SEC Documents, nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which have not been adequately addressed. None of the Parent SEC Documents is the subject of any confidential treatment request by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereofParent. (b) As of its respective date, each Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Document complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Exchange Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Act, as the case may be, contain the Sarbanes-Oxley Act, as and to the extent applicable thereto, and xxx xxxxx xxx regulations of the SEC promulgated thereunder applicable to such Parent SEC Document. Except to the extent that information contained in any Parent SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and Merger Sub will take all steps necessary to cause the Offer Documentspublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders extent as permitted by Form 10-Q of the Shares, in each case SEC) applied on a consistent basis during the periods involved (except as and to the extent required by applicable Federal may be indicated in the notes thereto) and state securities Lawsfairly present the financial position of Parent and the Parent Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Each of the principal executive officer of Parent and Merger Subthe principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, on as applicable) has made the one hand, certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents rules and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with regulations of the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff promxxxxxxx xxxxxxnder with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect 's filings pursuant to the Offer Documents promptly after Exchange Act. For purposes of the receipt of preceding sentence, "PRINCIPAL EXECUTIVE OFFICER" and "PRINCIPAL FINANCIAL OFFICER" shall have the meanings given to such commentsterms in the Sarbanes-Oxley Act.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance Parent has delivered or made available to Parent true and complete copies of each registration statement, proxy or information statement, form, report and other documents required to be filed by it with the Exchange Act SEC since January 1, 1999 (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports (A) complied (except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof), or, with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9those not yet filed, will comply comply, in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall not, on Exchange Act and (B) did not (except to the date first filed extent revised or superseded by a subsequent filing with the SEC or first publishedprior to the date hereof), sent or provided or, with respect to stockholdersthose not yet filed, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Parent has filed all required Parent SEC Reports required to be filed by it under the Exchange Act since January 1, 1999. Parent has heretofore made available or promptly will make available to the Company a complete and correct copy of all amendments or modifications to any Parent SEC Report which has been filed prior to the date hereof. For purposes of all the representations and warranties of Parent and Merger Sub will take all steps necessary contained herein (other than this paragraph (f)(i) and paragraph (f)(ii)), the term "the Parent SEC Reports" shall refer only to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be those Parent SEC Reports filed with the SEC prior to the date hereof. (ii) Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules) is in accordance in all material respects with the books and records of Parent and presents fairly (except to the extent revised or superseded by financial statements included in a subsequent filing with the SEC prior to the date hereof), in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) presents fairly (except to the extent revised or superseded by financial statements included in a subsequent filing with the SEC prior to the date hereof), in all material respects, the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments, which are not expected to be disseminated to holders of the Sharesmaterial in amount), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (iii) Except as set forth in Section 3.2(f)(iii) of the Parent Disclosure Schedule and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use except as set forth in the Offer Documents and the Schedule 14D-9 if and to the extent Parent SEC Reports, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected would be required to be filed with the SEC and to be disseminated to holders reflected on, or reserved against in, a consolidated balance sheet of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon Subsidiaries or in the Schedule 14D-9 and all amendments and supplements thereto prior to their filing notes thereto, prepared in accordance with GAAP consistently applied, except for (A) liabilities or obligations that were so reserved on, or reflected in (including the SEC or dissemination to stockholders of notes to), the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each consolidated balance sheet of Parent as of Marcx 00, 0000, (X) xxxbilities or obligations arising in the ordinary course of business (including trade indebtedness) since March 27, 1999, and Merger Sub agrees to provide (C) liabilities or obligations which would not, individually or in the Company and its counsel with copies of any written comments that aggregate, have a Material Adverse Effect on Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. (a) On the date the Offer is commencedParent has timely filed or otherwise furnished all reports, Parent schedules, forms, statements and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect other documents required to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will includeor furnished, as exhibitsapplicable, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file it with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance since March 29, 2008, and Parent shall have filed prior to the Closing Date all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Exchange Act SEC from the Execution Date and prior to the Closing Date (together with all amendments as such reports, schedules, forms, statements and supplements thereto and including documents have been amended since the exhibits theretotime of their filing, the "SCHEDULE 14D-9"“Parent SEC Documents”). At the time they were filed (or if amended or superseded by a filing prior to the Execution Date or the Closing Date, as applicable, then on the date of such filing), which shallthe Parent SEC Documents complied (or shall comply, except as otherwise provided herein, contain the recommendation referred to in clause (ivcase may be) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TOUnited States Securities Exchange Act of 1934, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersas amended, as the case may be, contain and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained (or shall contain, as the case may be) any untrue statement of a material fact or omit omitted (or shall omit, as the case may be) to state a 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. (b) The audited and unaudited financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents have complied (or shall comply, as the case may be) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC in effect at the time of the filing with respect thereto. Each of Parent such financial statements were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes or schedules to such financial statements and Merger Sub will take all steps necessary subject, in the case of unaudited statements, to cause the Offer Documentsabsence of notes and normal year-end adjustments (which are not material in amount or significance in any individual case or in the aggregate)), and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Sharesfairly present, in each case as and to all material respects, the extent required by applicable Federal and state securities Laws. Each consolidated financial condition of Parent and Merger Sub, on its Subsidiaries as at the one hand, dates thereof and the Companyconsolidated results of its operations and consolidated cash flows for the periods then ended (subject, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and case of unaudited financial statements, to the extent that it shall have become false absence of notes and misleading normal year-end adjustments (which are not material in amount or significance in any material respect and Merger Sub will take all steps necessary to cause individual case or in the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders aggregate)). As of the SharesExecution Date, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written there are no outstanding comments that the Company or its counsel may receive from the SEC or its staff with respect to any of the Schedule 14D-9 promptly after the receipt of such comments and each Parent SEC Documents. (c) No executive officer of Parent and Merger Sub agrees has failed to provide make the Company and its counsel with copies certifications required of any written comments that Parent, Merger Sub him or their counsel may receive from her under Sections 302 or 906 of the SEC or its staff Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, and based on its most recently completed evaluation of its system of internal control over financial reporting prior to the Offer Documents promptly after Execution Date, to Parent’s Knowledge, there is no fraud that (i) involves executive officers or other employees of Parent who have a significant role in Parent’s internal control over financial reporting and (ii) has had, or would reasonably be expected to have, a material impact on the receipt business of such commentsParent.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance has filed with the Exchange Act SEC, and has heretofore made available to the Company (by public filing with the SEC or otherwise) true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by Parent since December 31, 2000 (collectively, the "Parent SEC Documents"). Parent does not have any outstanding and unresolved comments from the SEC with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part any of the Schedule TOParent SEC Documents, nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which have not been adequately addressed. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing None of the Schedule TO Parent SEC Documents is the subject of any confidential treatment request by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereofParent. (b) As of its respective date, each Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Document complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Exchange Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Act, as the case may be, contain the Xxxxxxxx-Xxxxx Act, as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document. Except to the extent that information contained in any Parent SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and Merger Sub will take all steps necessary to cause the Offer Documentspublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders extent as permitted by Form 10-Q of the Shares, in each case SEC) applied on a consistent basis during the periods involved (except as and to the extent required by applicable Federal may be indicated in the notes thereto) and state securities Lawsfairly present the financial position of Parent and the Parent Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Each of the principal executive officer of Parent and Merger Subthe principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, on as applicable) has made the one hand, certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents rules and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with regulations of the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff promulgated thereunder with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect 's filings pursuant to the Offer Documents promptly after Exchange Act. For purposes of the receipt of preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such commentsterms in the Xxxxxxxx-Xxxxx Act.

SEC Documents. The reports, schedules, registration statements and definitive proxy statements (aincluding all exhibits) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance filed by Levcor with the Exchange Act with respect to the Offer (together with SEC since January 1, 1999 including all amendments and supplements thereto and including the exhibits thereto, (the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSLevcor SEC Documents"). Concurrently with , are all the filing of the Schedule TO by Parent and Merger Sub, the Company shall documents (other than preliminary material) that Levcor was required to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with since such date. As of their respective dates, (i) the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Levcor SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such Levcor SEC Documents, and (ii) none of the Levcor SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of Parent Levcor included in the Levcor SEC Documents (such financial statements as of and Merger Sub will take all steps necessary for the year ended December 31, 2001 being referred to cause hereinafter as the Offer Documents"Levcor Year-End Financial Statements" and the balance sheet included in such financial statements as of December, 31, 2001 being referred to hereinafter as the "Levcor Balance Sheet"), and the Company will take unaudited financial statements of Levcor for the fiscal quarter ended March 31, 2002 complied in all steps necessary material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Form 10-QSB of the SEC) and fairly present the financial position of Levcor as at the dates thereof and the results of its operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP, subject to cause normal year-end audit adjustments in the Schedule 14D-9case of the March 31, 2002 financial statements. As of December 31, 2001, Levcor did not have any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be filed with reflected on a balance sheet of Levcor (including the SEC notes thereto) and to be disseminated to holders of which were not reflected on the SharesLevcor Balance Sheet. Since December 31, in each case 2001, except as and to the extent set forth in the Levcor SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, Levcor has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on Levcor, or would be required by applicable Federal GAAP to be reflected on a balance sheet of Levcor (including the notes thereto). All material agreements, contracts and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected documents required to be filed with the SEC and as exhibits to be disseminated to holders any of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the Levcor SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentshave been so filed.

SEC Documents. (a) On The Company has filed with the date SEC all reports, schedules, statements and other documents required to be filed by the Offer is commencedCompany with the SEC since December 31, Parent 2006 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and Merger Sub shall file with as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents Securities Act and the Schedule 14D-9 shall Exchange Act, and (ii) did not, on the date first filed or, with the SEC or first publishedrespect to those not yet filed, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to make any filing with the SEC. (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and Merger Sub will take schedules) fairly presents, in all steps necessary to cause material respects, the Offer Documentsconsolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company will take included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, in all steps necessary to cause material respects, the Schedule 14D-9results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and prior to the extent required date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by applicable Federal Section 5.1 and state securities Laws. Each of Parent and Merger Sub(iv) other liabilities or obligations which would not, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The financial records, systems, controls, data and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and information of the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review Subsidiaries are recorded, stored, maintained and comment upon operated under means that are under the Schedule 14D-9 exclusive ownership and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders direct control of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the SEC or system of internal accounting controls described in the following sentence. The Company and its staff Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Schedule 14D-9 promptly after the receipt of such comments Company SEC Documents, and each of Parent and Merger Sub agrees to provide the Company and (y) has disclosed, based on its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect most recent evaluation prior to the Offer Documents promptly after date of this Agreement, to its auditors and the receipt Audit Committee (A) any significant deficiencies in the design or operation of such commentsInternal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect Parent has made available to the Offer (together with all amendments Company a true, correct and supplements thereto complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be other documents filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with since its initial registration of the Exchange Act Parent Ordinary Shares (together with all amendments the “Parent SEC Documents”) and supplements thereto and including prior to the exhibits theretodate of this Agreement. Each of the Parent SEC Documents has been timely filed and, as of their respective dates, each of the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act of 1933, Merger Sub as amended (the “Securities Act”), or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC Exchange Act or first published, sent or provided to stockholdersany other applicable Law, as the case may be, contain and the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documentshas timely filed each report, statement, schedule, prospectus, and the Company will take all steps necessary registration statement that Parent was required to cause the Schedule 14D-9, to be filed file with the SEC and to be disseminated to holders of since its inception. Parent has made available (including via the Shares, in each case as and XXXXX system) to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger SubCompany all material correspondence between the SEC, on the one hand, and the CompanyCompany or any of its Subsidiaries, on the other hand, will promptly correct since the initial registration of the Parent Ordinary Shares. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any information provided by it for use of the Parent SEC Documents. As of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) to the Knowledge of Parent, neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The financial statements of Parent included in the Offer Parent SEC Documents complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with Regulation S-X of the SEC, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the Schedule 14D-9 if results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (iii) There are no liabilities of the Parent of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to be presented on the extent that it shall have become false face of (or in the notes thereto) an audited balance sheet prepared in accordance with GAAP, as applicable, other than: (i) liabilities adequately provided for on the unaudited consolidated balance sheet of Parent for the quarter ended June 30, 2017, (including the notes thereto); (ii) liabilities incurred in the ordinary course of business subsequent to June 30, 2017; (iii) liabilities for fees and misleading expenses incurred in any connection with the transactions contemplated by this Agreement; and (iv) liabilities which would not be reasonably likely to have, individually or in the aggregate, a material respect adverse effect on the financial position of Parent and Merger Sub will take all steps necessary to cause the Offer Documentsits Subsidiaries, taken as a whole. (iv) Parent makes and keeps books, records, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC accounts and to be disseminated to holders has devised and maintains a system of the Sharesinternal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the extent certifications required by applicable Federal pursuant to Sections 302 and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders 906 of the Company. The Company agrees to provide Parent Xxxxxxxx-Xxxxx Act of 2002, as amended, and its counsel with copies of any written comments that the Company or its counsel may receive from rules and regulations promulgated thereunder the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsXxxxxxxx-Xxxxx Act.

SEC Documents. (a) On the date the Offer is commencedHBC has filed all forms, Parent reports and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance documents required to be filed by it with the Securities and Exchange Act with respect to the Offer Commission (together with all amendments and supplements thereto and including the exhibits thereto"SEC") since December 31, 1999 (collectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSHBC Reports"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file HBC Reports and any such reports, forms and other documents filed by HBC with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with after the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) date of Section 1.2(a) hereof.this Agreement (b1) Parent and Merger Sub complied, or will take all steps necessary comply, as to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall rules and regulations thereunder and (2) did not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (2) of the preceding sentence shall not apply to any misstatement or omission in any HBC Report filed before the date of this Agreement which was superseded by a subsequent HBC Report filed before the date of this Agreement. No HBC Subsidiary is required to file any report, form or other document with the SEC. (b) Each of Parent the consolidated balance sheets of HBC included in or incorporated by reference into any HBC Reports (including the related notes and Merger Sub will take all steps necessary to cause schedules) fairly presents the Offer Documentsconsolidated financial position of HBC and the HBC Subsidiaries as of its date, and each of the Company will take all steps necessary to cause consolidated statements of income, retained earnings and cash flows of HBC included in or incorporated by reference into any HBC Reports (including any related notes and schedules) fairly presents the Schedule 14D-9results of operations, retained earnings or cash flows, as the case may be, of HBC and the HBC Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be filed with the SEC and to be disseminated to holders of the Sharesmaterial in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, except as and may be noted therein. Neither HBC nor any HBC Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the extent required by applicable Federal and state securities Laws. Each be reflected on, or reserved against in, a consolidated balance sheet of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use HBC or in the Offer Documents and notes thereto, prepared in accordance with United States generally accepted accounting principles consistently applied, except for (1) liabilities or obligations that were so reserved on, or reflected in (including the Schedule 14D-9 if and to notes to), the extent consolidated balance sheet of HBC as of December 31, 2001; (2) liabilities or obligations arising in the ordinary course of business since December 31, 2001; and (3) liabilities or obligations that it shall would not, individually or in the aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsan HBC Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) Each of Cabot and Cabot LP has made available to CalWest a Tender Offer Statement on Schedule TO in accordance true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and information filed by Cabot and Cabot LP with the Exchange Act with respect SEC since its inception and prior to or on the Offer Closing Date (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSCabot SEC Documents"). Concurrently with , which are all the filing documents --------------------- (other than preliminary material) that each of the Schedule TO by Parent Cabot and Merger Sub, the Company shall Cabot LP was required to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with between its inception and the Exchange Act (together with all amendments Closing Date pursuant to the federal securities laws and supplements thereto the SEC rules and including regulations thereunder. Section 4.1(e)(i) of the exhibits theretoCabot Disclosure Letter accurately lists each Cabot SEC Document filed prior to the date of this Agreement. As of their respective dates, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Cabot SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act of 1933, Merger Sub as amended (the "Securities Act"), or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders---------------- Exchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such Cabot SEC Documents and none of the Cabot SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and except to the extent required such statements have been modified or superseded by later Cabot SEC Documents filed and publicly available prior to the date of this Agreement. Neither Cabot nor Cabot LP has any outstanding and unresolved comments from the SEC with respect to any of the Cabot SEC Documents. None of the Cabot SEC Documents is the subject of any confidential treatment request by Cabot or Cabot LP. The consolidated financial statements of Cabot and Cabot LP (including the notes thereto) included in the Cabot SEC Documents complied as to form in all material respects with the applicable Federal accounting requirements and state securities Laws. Each the published rules and regulations of Parent the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and Merger Subfairly presented, on in accordance with applicable requirements of GAAP and the one handapplicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the assets, liabilities and the consolidated financial position of Cabot and the Cabot Subsidiaries, taken as a whole, and Cabot LP as of their respective dates and the Companyconsolidated statements of income and the consolidated cash flows of Cabot and the Cabot Subsidiaries taken as a whole, on and Cabot LP for the periods presented therein. The books of account and other hand, will promptly correct any information provided by it for use financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the Offer Documents financial statements included in the Cabot SEC Documents. Other than Cabot and the Schedule 14D-9 if and Cabot LP, no Cabot Subsidiary is required to the extent that it shall have become false and misleading in make any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders SEC. (ii) The GP Units, LP Units and the Preferred Units are not registered under Section 12 of the CompanyExchange Act. (iii) Section 4.1(e)(iii) of the Cabot Disclosure Letter sets forth a true and complete copy of the unaudited consolidated balance sheet of Cabot as at September 30, 2001 (the "Balance Sheet") and the unaudited consolidated --------------- statements of income for the nine months ended September 30, 2001 and September 30, 2000 (together with the Balance Sheet, the "Interim Financial Information"). The Company agrees Interim Financial ------------------------------- Information was prepared in accordance with GAAP (except for the absence of footnotes) applied on a basis consistent with the consolidated financial statements included in the Cabot SEC Documents and fairly presents (subject to provide Parent normal recurring adjustments, none of which are material), the assets, liabilities, consolidated financial position and its counsel consolidated statements of income of Cabot and the Cabot Subsidiaries taken as a whole as at and for the periods indicated. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the Interim Financial Information. A true, complete and correct copy of the Interim Financial Information is included in Cabot's press release issued to the media and public October 24, 2001. The Interim Financial Information has been reviewed by Cabot's independent public accountants in accordance with copies the American Institute of any written comments Certified Public Accountants' Statement on Auditing Standards No. 71. (iv) The Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 will include without change the Interim Financial Information; provided that the Company or its counsel financial -------- statements included in such Form 10-Q may receive from include line items that have been combined in the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsInterim Financial Information.

SEC Documents. (a) On Parent has filed all forms, reports and documents required to be filed by it with the SEC since October 1, 1995 (collectively, the "Parent Reports"). As of their respective dates, the Parent Reports and any such reports, forms and other documents filed by Parent with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretocomplied, the "SCHEDULE TO") and (ii) together with the Companyor will comply, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act and the Schedule 14D-9 shall rules and regulations thereunder and (ii) did not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in the preceding sentence does not apply to any misstatement or omission in any Parent Report filed prior to the date of this Agreement which was superseded by a subsequent Parent Report filed prior to the date of this Agreement. No Subsidiary of Parent is required to file any report, form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the Parent Reports (including the related notes and schedules) presents fairly, in all material respects, the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause its Subsidiaries as of its date or, if applicable, the Offer Documentsresults of operations, retained earnings or cash flows, as the case may be, of Parent and its Subsidiaries for the Company will take all steps necessary to cause periods set forth therein (subject, in the Schedule 14D-9case of unaudited statements, to be filed with the SEC and to be disseminated to holders of the Sharesnormal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as and to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to may be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsnoted therein.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) Parent has made available to the Company a Tender Offer Statement on Schedule TO in accordance true and complete copy of each report, schedule, registration statement, definitive proxy statement and exhibit to the foregoing documents filed by Parent with the Exchange Act with respect to the Offer SEC since December 31, 2001 (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSParent SEC Documents"). Concurrently with , which are all the filing of the Schedule TO by documents (other than preliminary material) that Parent and Merger Sub, the Company shall was required to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretosince December 31, the "SCHEDULE 14D-9")2001. As of their respective dates, which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply SEC Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each None of the Subsidiaries of Parent is required to file any forms, reports or other documents with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. The financial statements of Parent included in the Parent SEC Documents were prepared from the books and records of Parent and Merger Sub will take its Subsidiaries, complied as to form in all steps necessary to cause material respects with the Offer Documentspublished rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the Company will take all steps necessary to cause case of the Schedule 14D-9unaudited statements, to be filed with normal, recurring adjustments, none of which are material) the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Sub, on the one hand, its consolidated Subsidiaries as of their respective dates and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents consolidated results of operations and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders consolidated cash flows of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review consolidated Subsidiaries for the periods presented therein. Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and comment upon any party who is at the Schedule 14D-9 and all amendments and supplements thereto date of this Agreement or was at any time prior to their filing with the date hereof but after December 31, 2001 an Affiliate of Parent that are required to be disclosed in the Parent SEC or dissemination to stockholders of the Company. The Company agrees to provide Documents. (ii) Parent and its counsel with copies of any has not received written comments that the Company or its counsel may receive notice from the SEC or any other Governmental Entity that any of its staff with respect accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 14D-9 promptly after 3.2(d) of the receipt Parent Disclosure Schedule is a list of such comments all off-balance sheet special purpose entities and each financing arrangements of Parent and Merger Sub agrees Subsidiaries of Company. (iii) With respect to provide the Company each annual report on Form 10-K, each quarterly report on Form 10-Q and its counsel with copies each amendment of any written comments that Parentsuch report included in the Parent SEC Documents, Merger Sub or their counsel may receive from the chief executive officer and chief financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC or its staff with respect to and the Offer Documents promptly after NYSE, and the receipt of statements contained in any such commentscertifications are complete and correct.

SEC Documents. (a) On Parent has made available to the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and information filed by Parent with the SEC since January 1, 2005 and prior to or on the Closing Date (the “Parent SEC Documents”), which are all the documents (other than preliminary material) that Parent was or will be if filed after the date the Offer is commencedhereof, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect required to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 since January 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Except as set forth in accordance with Section 5.05 of the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretoParent Disclosure Schedule, as of their respective dates, the "SCHEDULE 14D-9")Parent SEC Documents complied, which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, or will comply if filed after the date hereof, in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act and SOX and the Schedule 14D-9 shall notrules and regulations of the SEC thereunder applicable to such Parent SEC Documents, on in each case as in effect at such time, and none of the Parent SEC Documents contained, or will contain if filed after the date first filed with the SEC or first publishedhereof, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Parent SEC Documents filed and publicly available prior to the date of this Agreement. Each Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated financial statements of Parent and Merger Sub (including the notes thereto) included or incorporated by reference in the Parent SEC Documents complied, or will take comply if filed after the date hereof, as to form in all steps necessary to cause material respects with the Offer Documents, applicable accounting requirements and the Company published rules and regulations of the SEC with respect thereto, were or will take all steps necessary to cause be if filed after the Schedule 14D-9date hereof prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly, or will fairly if filed after the date hereof, present, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to be filed with the SEC and to be disseminated to holders normal, recurring adjustments, none of the Shareswhich are material in amount or effect), in each case as in effect at such time, the assets, liabilities and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Subits Subsidiaries, on the one handtaken as a whole, as of their respective dates and the Companyconsolidated results of operations, on the other hand, will promptly correct any information provided by it for use in the Offer Documents stockholders’ equity and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders cash flows of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given Subsidiaries taken as a reasonable opportunity whole, for the periods presented therein. No Subsidiary of Parent (including the Parent Operating Partnership) is subject to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders periodic reporting requirements of the CompanyExchange Act. (b) The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, are known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or any of its Subsidiaries’ internal controls over financial reporting. (c) Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. The Company agrees To the Knowledge of Parent, there is no reason to provide Parent believe that its auditors and its counsel with copies of any written comments that chief executive officer and chief financial officer will not be able to give the Company or its counsel may receive from the SEC or its staff with respect certifications and attestations required pursuant to the Schedule 14D-9 promptly after the receipt rules and regulations adopted pursuant to Section 404 of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSOX when next due.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part As of the Schedule TO. The Schedule TO First Closing, Corixa will include, as exhibits, have furnished to Purchaser the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documentsfollowing documents, and the Company will take all steps necessary to ensure that information contained in such documents, as of their respective dates (or if amended, as of the Schedule 14D-9date of such amendment), will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, not contain any untrue statement of a material fact or fact, and will not omit to state a any material fact required to be stated therein or necessary in order to make the statements thereinany statement, in light of the circumstances under which they were such statement was made, not misleading: Corixa's most recent annual report on Form 10-K, together with its proxy statement for its 2001 Annual Meeting of Stockholders and any additional Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed after the date of such annual report on Form 10-K but prior to the First Closing. (b) As of the Second Closing Date, Corixa shall have furnished to Purchaser the following documents, and the information contained in such documents, as of their respective dates (or, if amended, as of the date of amendment), will not contain any untrue statement of a material fact, or omit to state a material fact necessary to make any statement, in light of the circumstances under which such statement is made, not misleading. Each Corixa's most recent annual report on Form 10-K, together with its most recent proxy statement for its Annual Meeting of Parent Stockholders and Merger Sub will take all steps necessary any additional Quarterly Reports on form 10-Q or Current Reports on Form 8-K filed after the date of such annual report on Form 10-K but prior to cause the Offer DocumentsSecond Closing. (c) As of the Third Closing Date, Corixa shall have furnished to Purchaser the following documents, and the Company information contained in such documents, as of their respective dates (or, if amended, as of the date of amendment), will take all steps not contain any untrue statement of a material fact, or omit to state a material fact necessary to cause the Schedule 14D-9make any statement, to be filed with the SEC and to be disseminated to holders in light of the Sharescircumstances under which such statement is made, in each case as not misleading. Corixa's most recent annual report on Form 10-K, together with its most recent proxy statement for its Annual Meeting of Stockholders and any additional Quarterly Reports on form 10-Q or Current Reports on Form 8-K filed after the date of such annual report on Form 10-K but prior to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsThird Closing.

SEC Documents. (a) On Parent has timely filed or furnished all registration statements, prospectuses, forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the date SEC since January 1, 2016 (the Offer is commenced, “Parent and Merger Sub shall file with SEC Reports”). The Parent SEC Reports (iafter giving effect to all amendments thereto) a Tender Offer Statement on Schedule TO were prepared in all material respects in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part requirements of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with Securities Act or the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersAct, as the case may be, contain and all applicable rules and regulations thereunder. As of their respective filing dates, none of the Parent SEC Reports contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report. Each As of the date hereof, Parent is eligible to file a Form S-3 Registration Statement. (b) Except as set forth in any Parent SEC Report, the financial statements of Parent, including the notes thereto, included in the Parent SEC Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause its consolidated subsidiaries as of the Offer Documents, respective dates thereof and the Company will take all steps necessary to cause consolidated results of Parent’s operations and cash flows for the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Sharesperiods indicated (subject to, in each the case of unaudited statements, normal and recurring year-end audit adjustments). Since December 31, 2016, there has been no material change in Parent’s accounting policies except as and described in the notes to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsFinancial Statements.

SEC Documents. (a) On Parent has made available to the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and information filed by Parent with the SEC since January 1, 2005 and prior to or on the Closing Date (the “Parent SEC Documents”), which are all the documents (other than preliminary material) that Parent was or will be if filed after the date the Offer is commencedhereof, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect required to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 since January 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Except as set forth in accordance with Section 5.05 of the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretoParent Disclosure Schedule, as of their respective dates, the "SCHEDULE 14D-9")Parent SEC Documents complied, which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, or will comply if filed after the date hereof, in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act and SOX and the Schedule 14D-9 shall notrules and regulations of the SEC thereunder applicable to such Parent SEC Documents, on in each case as in effect at such time, and none of the Parent SEC Documents contained, or will contain if filed after the date first filed with the SEC or first publishedhereof, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Parent SEC Documents filed and publicly available prior to the date of this Agreement. Each Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated financial statements of Parent and Merger Sub (including the notes thereto) included or incorporated by reference in the Parent SEC Documents complied, or will take comply if filed after the date hereof, as to form in all steps necessary to cause material respects with the Offer Documents, applicable accounting requirements and the Company published rules and regulations of the SEC with respect thereto, were or will take all steps necessary to cause be if filed after the Schedule 14D-9date hereof prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly, or will fairly if filed after the date hereof, present, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to be filed with the SEC and to be disseminated to holders normal, recurring adjustments, none of the Shareswhich are material in amount or effect), in each case as in effect at such time, the assets, liabilities and to the extent required by applicable Federal and state securities Laws. Each consolidated financial position of Parent and Merger Subits Subsidiaries, on the one handtaken as a whole, as of their respective dates and the Companyconsolidated results of operations, on the other hand, will promptly correct any information provided by it for use in the Offer Documents stockholders’ equity and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders cash flows of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given Subsidiaries taken as a reasonable opportunity whole, for the periods presented therein. No Subsidiary of Parent (including the Parent Operating Partnership) is subject to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders periodic reporting requirements of the Company. Exchange Act. (b) The Company agrees management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to provide Parent and its counsel with copies ensure that material information relating to Parent, including the consolidated Subsidiaries of any written comments that the Company or its counsel may receive from the SEC or its staff with respect Parent, are known to the Schedule 14D-9 promptly after management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the receipt of such comments and each audit committee of Parent Board (A) all significant deficiencies and Merger Sub agrees material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to provide the Company adversely affect Parent’s ability to record, process, summarize and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.report financial data and

SEC Documents. (a) On As of their respective dates, or, if amended, as of the date of the Offer is commencedlast such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent prepared by Parent since January 1, 1996, in the form (including exhibits and Merger Sub shall file any amendments thereto) filed with SEC the SEC, (collectively, the "Parent Reports") (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect complied as to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall not, on rules and regulations thereunder applicable to such Parent Reports and (ii) at the date first time they were filed with the SEC or first published, sent or provided to stockholders, as the case may be, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and Merger Sub will take all steps necessary its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the financial position, results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to cause the Offer Documentsnormal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders absence of the Sharesfootnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as and to may be noted therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (a) as set forth in the extent required by applicable Federal and state securities Laws. Each Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use or in the Offer Documents notes thereto, prepared in accordance with GAAP consistently applied and included in the Schedule 14D-9 if Parent Reports, (c) liabilities or obligations incurred in the ordinary course of business which are not reasonably likely to have a Parent Material Adverse Effect and to the extent that it shall have become false and misleading (d) arising under executory contracts not currently in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsdefault.

SEC Documents. ADS has delivered or made available to the Company each registration statement, report, proxy statement or information statement (aas defined in Regulation 14C under the Exchange Act) On prepared by it since December 31, 1996, which reports constitute all of the date documents (other than preliminary material) required to be filed by ADS with the Offer is commencedSecurities and Exchange Commission ("SEC") since such date, Parent each in the form (including exhibits and Merger Sub shall file any amendments thereto) filed with the SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSADS Reports"). Concurrently with the filing As of their respective dates, each of the Schedule TO by Parent and Merger SubADS Reports complied and, in the Company shall file with case of filings after the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) date hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply as to form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in Securities Act and/or the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations thereunder. None of the ADS Reports contained, as of the date they were filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, to be ADS has filed with the SEC and all reports required to be disseminated to holders filed under Sections 13, 14 and 15(d) of the SharesExchange Act since December 31, 1996. Each of the consolidated balance sheets of ADS included in or incorporated by reference into the ADS Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of ADS and the ADS Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of ADS included in or incorporated by reference into the ADS Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of ADS and the ADS Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). Except as and to the extent required reflected or reserved against in the financial statements included in the ADS's Annual Report on Form 10-K for the year ended December 31, 1999 (the "ADS Form 10-K") or as disclosed herein or in the ADS Disclosure Statement, neither ADS nor any of the ADS Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, results of operations or financial conditions of ADS and the ADS Subsidiaries taken as a whole. Except as set forth in the ADS Disclosure Statement, since December 31, 1999, neither ADS nor any of the ADS Subsidiaries has incurred any liability or obligation of any kind which, in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of ADS and the ADS Subsidiaries taken as a whole, except in the ordinary course of business. There are no extraordinary or material non-recurring items of income or expense during the periods covered by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one handsuch financial statements, and the Companyconsolidated balance sheets of ADS included or incorporated therein do not reflect any write-up or revaluation increasing the book value of any assets, on the other hand, will promptly correct any information provided by it for use except in either case as specifically disclosed in the Offer Documents notes thereto. The financial statements of ADS, including the notes thereto, included in or incorporated by reference into the ADS Reports comply as to form in all material respects with the published rules and regulations of the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material SEC with respect and Merger Sub will take all steps necessary to cause the Offer Documentsthereto, and have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") (except as may be indicated in the Company will take all steps necessary to cause the Schedule 14D-9notes thereto). Since December 31, as so corrected 1996, there has been no change in ADS's accounting methods or principles that would be required to be filed disclosed in ADS financial statements in accordance with GAAP, except as described in the SEC and notes to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsADS financial statements.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect Parent has made available to the Offer (together with all amendments Company a true and supplements thereto complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be other documents filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with since its initial registration of the Exchange Act Parent Common Stock (together with all amendments the “Parent SEC Documents”) and supplements thereto and including prior to the exhibits theretodate of this Agreement. Each of the Parent SEC Documents has been timely filed and, as of their respective dates, each of the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer SEC Documents, and the Company will take all steps necessary as amended, complied as to ensure that the Schedule 14D-9, will comply form in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Securities Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC Exchange Act or first published, sent or provided to stockholdersany other applicable law, as the case may be, contain and the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documentshas timely filed each report, statement, schedule, prospectus, and the Company will take all steps necessary registration statement that Parent was required to cause the Schedule 14D-9, to be filed file with the SEC and to be disseminated to holders of since its inception. Parent has made available (including via the Shares, in each case as and XXXXX system) to the extent required by applicable Federal and state securities Laws. Each of Parent and Merger Sub, Company all material correspondence between the SEC on the one hand, and the CompanyCompany or any of its Subsidiaries, on the other hand, will promptly correct since the initial registration of the Parent Common Stock. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any information provided by it for use of the Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The financial statements of Parent included in the Offer Parent SEC Documents complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with Regulation S-X of the SEC, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the Schedule 14D-9 if results of operations and to the extent that it shall have become false cash flows of Parent and misleading in any material respect its consolidated Subsidiaries for the periods presented therein. (iii) Parent makes and Merger Sub will take all steps necessary to cause the Offer Documentskeeps books, records, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC accounts and to be disseminated to holders has devised and maintains a system of the Sharesinternal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the extent certifications required by applicable Federal pursuant to Sections 302 and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders 906 of the Company. The Company agrees to provide Parent Xxxxxxxx-Xxxxx Act of 2002, as amended, and its counsel with copies of any written comments that the Company or its counsel may receive from rules and regulations promulgated thereunder the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsXxxxxxxx-Xxxxx Act.

SEC Documents. (a) On 2.1 Oramed Pharma has filed or furnished all forms, reports and other documents required to be filed or furnished by Oramed Pharma with the date SEC under the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with Securities Act or the Exchange Act with respect to the Offer since January 1, 2020 (together with all amendments and supplements thereto and including the exhibits theretosuch documents filed or furnished by Oramed Pharma, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part “Oramed SEC Documents”). None of the Schedule TO. The Schedule TO will include, as exhibits, the Offer Subsidiaries of Oramed Pharma is required to Purchase and a form of letter of transmittal (collectively, together with make any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file filings with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with pursuant to the Exchange Act Act. 2.2 As of its respective filing date (together with all amendments and supplements thereto and including or, if amended or superseded prior to the exhibits theretodate of this Agreement, on the "SCHEDULE 14D-9"date of such filing), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply each Oramed SEC Document complied in all material respects with all applicable requirements of the provisions of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSOX, the Offer Documents Exchange Act, and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersSecurities Act, as the case may be, and did not, at the time it was filed or furnished (or, if amended or superseded prior to the date of this Agreement, on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . 2.3 As of Parent and Merger Sub will take all steps necessary the date of this Agreement, (i) there are no outstanding unresolved comments with respect to cause Oramed Pharma or Oramed SEC Documents filed with or furnished to the Offer DocumentsSEC noted in comment letters or, to the knowledge of Oramed Pharma, other correspondence received by Oramed Pharma or its attorneys from the SEC, and the Company will take all steps necessary to cause the Schedule 14D-9(ii) there is no pending or, to be filed with the SEC and to be disseminated to holders knowledge of the SharesOramed Pharma, in each case as and to the extent required threatened (A) formal or informal investigation or other review of, or proceeding against, Oramed Pharma or any of its directors or officers by applicable Federal and state securities Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination (B) inspection of an audit of Oramed Pharma’s financial statements by the Public Company Accounting Oversight Board. 2.4 Neither Oramed Pharma nor any of its Subsidiaries has any liabilities of a nature that would be required under U.S. GAAP to stockholders be disclosed on a balance sheet or the notes thereto, except for (i) liabilities disclosed or reserved against in the balance sheet included in the most recent consolidated financial statements of Oramed Pharma included in the Oramed SEC Documents or in the notes thereto, (ii) liabilities arising in the ordinary course of business since the date of the Company. The Company agrees to provide Parent most recent consolidated financial statements of Oramed Pharma included in the Oramed SEC Documents and its counsel (iii) liabilities incurred in connection with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsTransactions.

SEC Documents. Undisclosed Liabilities; SAP Statements. (a) On the date the Offer is commencedVA has filed all required reports, Parent schedules, forms, statements and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance other documents with the Exchange Act with respect to the Offer SEC since January 1, 1996 (together with including all amendments filed reports, schedules, forms, statements and supplements thereto and including the exhibits theretoother documents whether or not required, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTSVA SEC Documents"). Concurrently with the filing As of the Schedule TO by Parent and Merger Subtheir respective dates, the Company shall file with the VA SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply Documents complied in all material respects with the provisions requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub the Securities Act or the Company for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholdersExchange Act, as the case may be, contain and the rules and regulations of the SEC promulgated thereunder applicable to such VA SEC Documents, and none of the VA SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any VA SEC Document has been revised or superseded by a later filed VA SEC Document, none of the VA SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of VA included in the VA SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or in the VA SEC Documents) and fairly present the consolidated financial position of VA and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the VA SEC Documents, neither VA nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of VA and its consolidated Subsidiaries or in the notes thereto. (b) VA conducts its material insurance operations through those companies listed in Section 4.5 of the VA Disclosure Letter (collectively, the "VA Insurance Subsidiaries"). Each of Parent the VA Insurance Subsidiaries has filed all annual and Merger Sub will take quarterly statements, together with all steps necessary to cause the Offer Documentsexhibits, interrogatories, notes, schedules and the Company will take all steps necessary to cause the Schedule 14D-9any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the SEC and to be disseminated to holders appropriate regulatory authorities of the Shares, jurisdiction in each case which it is domiciled or commercially domiciled or as and to the extent may be required by applicable Federal and state securities Lawsany Governmental or Regulatory Authority on forms prescribed or permitted by such authority (collectively, the "VA SAP Statements"). Each VA has delivered or made available to BB all of Parent and Merger Subthe VA SAP Statements for each VA Insurance Subsidiary for the periods beginning January 1, on the one hand1996, and the Company, on the other hand, will promptly correct any information provided by it for use each in the Offer Documents form (including exhibits, annexes and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be amendments thereto) filed with the SEC applicable state insurance regulatory agency. Financial statements included in the VA SAP Statements and to be disseminated to holders prepared on a statutory basis, including the notes thereto, were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of such VA Insurance Subsidiaries as at the Shares, in each case as respective dates thereof and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon results of operations of such VA Insurance Subsidiaries for the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Companyrespective periods then ended. The Company agrees to provide Parent VA SAP Statements complied in all material respects with all applicable laws, rules and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff regulations when filed, and no material deficiency has been asserted with respect to any VA SAP Statements by the Schedule 14D-9 promptly after applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements included in the receipt of such comments VA SAP Statements required to be audited have been audited, and each of Parent VA has delivered or made available to BB true and Merger Sub agrees to provide the Company and its counsel with complete copies of all audit opinions related thereto for periods beginning January 1, 1996. VA has delivered or made available to BB true and complete copies of all examination reports of insurance departments and any written comments that Parentinsurance regulatory agencies received by VA on or after January 1, Merger Sub or their counsel may receive from the SEC or its staff with respect 1996 relating to the Offer Documents promptly after the receipt of such commentsVA Insurance Subsidiaries.

SEC Documents. (a) On Artra has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31, 1996 (collectively, the "Artra Reports"). As of their respective dates, the Artra Reports, and any such reports, forms and other documents filed by Artra with the SEC after the date the Offer is commenced, Parent and Merger Sub shall file with SEC of this Agreement (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits theretocomplied, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as part of the Schedule TO. The Schedule TO or will includecomply, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parent, Merger Sub or the Company for use in the Schedule TOSecurities Act, the Offer Documents Exchange Act, and the Schedule 14D-9 shall rules and regulations thereunder and (ii) did not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may bewill not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Artra Report filed prior to the date of this Agreement that was superseded by a subsequent Artra Report filed prior to the date of this Agreement that specifically corrected such misstatement or omission in the applicable Artra Report. (b) Each of Parent the consolidated balance sheets included in or incorporated by reference into the Artra Reports (including the related notes and Merger Sub will take all steps necessary to cause schedules) fairly presents the Offer Documentsconsolidated financial position of Artra and its Subsidiaries as of its date, and each of the Company will take all steps necessary to cause consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Schedule 14D-9Artra Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Artra and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be filed with the SEC and to be disseminated to holders of the Sharesmaterial in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither Artra nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Artra or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities and to obligations that were reserved on or reflected in (including the extent required by applicable Federal and state securities Laws. Each notes to), the consolidated balance sheet of Parent and Merger SubArtra as of December 31, on 1998, (ii) liabilities arising in the one handordinary course of business since December 31, 1998, and the Company(iii) liabilities or obligations which would not, on the other hand, will promptly correct any information provided by it for use individually or in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall aggregate, have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsan Artra Material Adverse Effect.

SEC Documents. (a) On the date the Offer is commenced, Parent and Merger Sub shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO") and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be has filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Concurrently with the filing of the Schedule TO by Parent and Merger Sub, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with all documents required to be so filed by it since January 1, 2009, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (together with all amendments and supplements thereto and including the exhibits theretocollectively, the "SCHEDULE 14D-9"“Parent Reports”). As of its respective date or, which shallif amended by a subsequent filing prior to the date hereof, except on the date of such filing, each Parent Report or as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Parent and Merger Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, will comply subsequently amended complied in all material respects with the provisions applicable requirements of applicable Federal and state securities Laws. The information provided and to be provided by Parentthe Exchange Act, Merger Sub or the Company for use in the Schedule TO, the Offer Documents SOX and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and Merger Sub will take all steps necessary to cause the Offer DocumentsParent Subsidiaries as of its date, and each of the Company will take consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all steps necessary material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to cause form in all material respects with the Schedule 14D-9, to be filed with published rules and regulations of the SEC and to (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be disseminated to holders of noted in the SharesParent Financial Statements or as permitted by Form 10-K, in each case 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at December 31, 2010 (such balance sheet, together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by applicable Federal and state securities Laws. Each GAAP to be reflected in a consolidated balance sheet of Parent or disclosed in the notes thereto, except for (i) liabilities and Merger Subobligations, on incurred in the one handordinary course of business consistent with past practice since the date of the Parent Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Parent Material Contracts that do not exceed $2,500 individually or $5,000 in the aggregate, and the Company, on the other hand, will promptly correct any information provided by it for use (iii) liabilities described in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Merger Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders Section 4.17 of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written 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 and each of Parent and Merger Sub agrees to provide the Company and its counsel with copies of any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsDisclosure Letter.