Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the OfferRecommendation, the Merger and the other transactions contemplated hereby (the "Transactions")as it may be amended, and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment modified or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreementwithdrawn. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act promptly furnish Parent with a list of its stockholders and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will furnish Merger Sub with , in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addresses, mailing labels stockholders and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to the record and beneficial holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company shall use its reasonable best efforts to cause Gold▇▇▇, ▇▇chs & Co. (the "Company Financial Adviser") to permit the inclusion of the fairness opinion referred to in Section 3.17 (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12 and a reference to such opinion in the Offer Documents. Except to the extent otherwise required by the fiduciary duties of the Board of Directors of the Company under applicable law, the Company hereby approves of and consents to the inclusion in the Offer and represents that its Documents of the recommendations of the Company's Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and Directors described in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementSection 3.4. (b) On the date of commencement of the Offer, the The Company shall file with the Securities and Exchange Commission (SEC, contemporaneously with the "SEC") commencement of the Offer pursuant to Section 1.1, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") ), containing the -------------- recommendation recommendations of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, 1.2(a)(i) and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under shareholders of the Exchange Act and any other applicable federal securities lawsCompany. The Schedule 14d-9 shall, 14D-9 and all amendments thereto will comply in all material respects, comply respects with the requirements of the Exchange Act and the rules and regulations thereunder promulgated thereunder. The Company, Parent and other applicable laws. Merger Sub and its counsel shall be given an opportunity Purchaser each agrees promptly to review and comment on correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and any amendment thereto prior the Company further agrees to their being take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a listPurchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of shares of Company Common Stock, each as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will shall promptly furnish Merger Sub Purchaser with such additional information (including, including but not limited to, to updated lists of holders of Shares and their addressesshareholders, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and such other assistance as Parent or Merger Sub Parent, Purchaser or their agents may reasonably request require in 8 4 communicating the Offer to the record and beneficial holders of Sharesshares of Company Common Stock. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent, Purchaser and their affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Action. 7.8.1. The Company shall use its reasonable best efforts to cause the Company Financial Adviser to permit the inclusion of the fairness opinion referred to in Section 3.21 (aor a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 5.3 and a reference to such opinion in the Offer Documents. The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders recommendations of the Company accept the Offer and adopt this AgreementBoard described in Section 5.2. (b) On the date of commencement of the Offer, the 7.8.2. The Company shall file with the Securities and Exchange Commission (SEC, contemporaneously with the "SEC") commencement of the Offer pursuant to Section 7.7, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-914D- 9") containing the -------------- recommendation statements of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal5.2, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under shareholders of the Exchange Act and any other applicable federal securities lawsCompany. The Schedule 14d-9 shall, 14D-9 and all amendments thereto will comply in all material respects, comply respects with the requirements of the Exchange Act and the rules and regulations thereunder promulgated thereunder. The Company and other applicable laws. Merger Sub and its counsel shall be given an opportunity Purchaser each agrees promptly to review and comment on correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and any amendment thereto prior the Company further agrees to their being take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) 7.8.3. In connection with the Offer, the Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a listPurchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of shares of Common Stock, each as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will shall promptly furnish Merger Sub Purchaser with such additional information (including, including but not limited to, to updated lists of holders of Shares and their addressesshareholders, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and such other assistance as Parent or Merger Sub Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the record and beneficial holders of Sharesshares of Common Stock. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Preferred Stock Sale, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Preferred Stock Sale, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Action. (a) The Company hereby approves of and consents to Schedule 14D-9. Promptly after the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 promulgated under the Exchange Act) and in any event within ten (10) days thereafter, the Company shall (i) file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing and (ii) cause the -------------- recommendation Schedule 14D-9 to be disseminated to the Company Stockholders as and to the extent required by the Exchange Act. To the extent reasonably practicable, the Schedule 14D-9 shall be filed with the SEC on the same day as the filing by Parent and Merger Sub of the Company's Schedule TO and the parties shall cooperate to cause the Schedule 14D-9 to be disseminated to the Company Stockholders with the Offer Documents (and if so, the expense thereof shall be borne by Parent in connection with its dissemination of the Offer Documents). The Company shall cause the Schedule 14D-9 to (i) comply in all material respects with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and all other applicable Legal Requirements, and (ii) subject to the occurrence of any Company Change in Recommendation pursuant to Section 5.4(f), contain the Company Board Recommendation. The Company hereby further agrees that the Schedule 14D-9, when filed with the SEC, at the time of Directors described any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders, and at the time of the consummation of the Offer, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 1.2(a)order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the Board of Directors of no representation or warranty is made or covenant is agreed to by the Company determines with respect to information supplied by Parent or Merger Sub in -------- ------- good faithwriting specifically for inclusion or incorporation by reference in the Schedule 14D-9. Except to the extent subsequently amended, taking into consideration the advice of outside legal counselmodified or supplemented in a subsequently filed Schedule 14D-9, Parent and Merger Sub hereby agree that the amendment information provided by Parent or withdrawal of such recommendation is likely to be required Merger Sub in order writing specifically for its members to comply with their fiduciary duties under applicable law, then any such amendment inclusion or withdrawal, and any related amendment of incorporation by reference in the Schedule 14D-9, when filed with the SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders, and at the time of consummation of the Offer, shall not constitute contain any untrue statement of a breach material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of this Agreementthe circumstances under which they were made, not misleading. The Parent and Merger Sub shall promptly furnish to the Company shall disseminate in writing all information concerning Parent or Merger Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of Parent, Merger Sub and the Company agrees to correct promptly any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shallIn addition, in all material respectsthe Company shall provide Parent, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and their counsel promptly with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, Merger Sub and their counsel shall be given an a reasonable opportunity to review any proposed written or oral responses and comment on the Schedule 14D-9 Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel and to participate in any amendment thereto prior to their being filed substantive telephonic communications with the SEC. (c) In staff of the SEC related thereto. Notwithstanding the foregoing, in connection with the Offerreceipt of any Acquisition Proposal by the Company or any action by the Company or the Company Board permitted by the proviso contained in Section 5.4(a) or by Section 5.4(f), the Company will cause its transfer agent shall not be required to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as provide Parent or Merger Sub the opportunity to review or their agents may reasonably request comment on (or include comments proposed by Parent or Merger Sub in), or permit Parent or Merger Sub to participate in communicating the Offer any discussions regarding, such Schedule 14D-9, or any amendment or supplement thereto, or any comments thereon, to the record and beneficial holders of Sharesextent such Schedule 14d-9 or any such discussions relate to such Acquisition Proposal, the reasons for such Acquisition Proposal or any actions taken with respect thereto, or any additional information reasonably related to such Acquisition Proposal.

Company Action. (a) The Subject to Section 6.02(b), the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents and the Merger, are fair to and in the best interests Parent Schedule 13E-3 of the Company and its shareholders and unanimously approved and adopted this Agreement Board Recommendation and the OfferSpecial Committee Recommendation, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file as they may be amended or modified in accordance with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act promptly furnish Parent with a list of its stockholders, mailing labels and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will furnish Merger Sub with depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and disseminate to the record and beneficial holders of Shares, in each case as and to the extent required by applicable federal securities laws, the Schedule 14D-9 and the Company Schedule 13E-3 that, subject to Section 6.02(b), shall reflect the Company Board Recommendation and the Special Committee Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 and the Company Schedule 13E-3 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 and the Company Schedule 13E-3 with the SEC. Each of the Company, Parent and ▇▇▇▇▇▇▇▇▇ agrees promptly to correct any information provided by it for use in the Schedule 14D-9 and the Company Schedule 13E-3 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 and the Company Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of Nasdaq. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and the Company Schedule 13E-3 each time before it is filed with the SEC, and the Company shall consider in good faith the comments made by Parent, Purchaser and their counsel. The Company shall, as promptly as practicable after the receipt of any comments or requests for additional information from the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, provide Parent, Purchaser and their counsel with copies of any written comments, and advise Parent, Purchaser and their counsel of any material or substantive oral comments, including any request from the SEC for amendments or supplements to the Schedule 14D-9 or the Company Schedule 13E-3, and shall provide Parent and Purchaser with copies of all material or substantive correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Offer, the Schedule 14D-9 and the Company Schedule 13E-3. The Company shall provide Parent and Purchaser a reasonable opportunity to participate with the Company in any material or substantive meeting or discussion with the SEC in respect of the Offer, the Schedule 14D-9 or the Company Schedule 13E-3.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferOffer Documents are filed with the SEC, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors ability of the Company determines to make a Recommendation Withdrawal pursuant to and in -------- ------- good faithaccordance with Section 6.2, taking into consideration contains the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Company Board Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent Company Shareholders together with the Offer Documents as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsAct. The Company shall cause the Schedule 14d-9 shall, 14D-9 to comply as to form in all material respects, comply respects with the requirements of all applicable Laws. Parent and Merger Sub shall as promptly as practicable furnish to the Exchange Act Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information contains any untrue statement of material fact or omits 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, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and regulations thereunder disseminated to the Company Shareholders, in each case as and other to the extent required by applicable laws. Law. (b) Except in connection with (i) an Acquisition Proposal that the Company’s Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) constitutes or would reasonably be expected to result in a Superior Proposal or (ii) a Recommendation Withdrawal, in the case of each of clauses (i) and (ii), in accordance with Section 6.2: (A) Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed its filing with the SECSEC (including any amendments or supplements thereto), and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel; and (B) the Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and provide comments on the response of the Company to those comments. The Company shall use reasonable best efforts to respond promptly to any such comments. (c) In connection with The Company shall as promptly as practicable after the Offer, the Company will cause its transfer agent to furnish promptly date of this Agreement provide to Merger Sub Sub, or cause to be provided to Merger Sub, (i) a list, list of the Company’s shareholders as of a the most recent date, of the shareholders of record of Shares and their addresses, practicable date as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares Company Common Stock and lists of security securities positions of Shares Company Common Stock held in stock depositories. The Company will , and shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addressesthe Company Shareholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating order to communicate the Offer to the record Company Shareholders. Except as required by applicable Law, and beneficial holders except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or the Offer is otherwise terminated or withdrawn for any reason, shall promptly deliver or cause to be delivered to the Company or destroy all copies of Sharessuch information, labels, listings and files then in their possession or in the possession of their Representatives.

Company Action. (a) The Subject to Section 5.8, the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On the date of commencement of that Purchaser files the OfferSchedule TO, the Company shall will file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall will disseminate the Schedule 14D-9 to the extent as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply laws with the requirements Offer Documents. Except with respect to any amendments filed in connection with a Superior Proposal or a Company Change of the Exchange Act Recommendation, Parent and the rules Purchaser, and regulations thereunder and other applicable laws. Merger Sub and its counsel shall their respective counsel, will be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment supplement or amendments thereto prior to its filing with the SEC and the Company will consider in good faith all reasonable additions, deletions or changes suggested thereto by Parent Purchaser and their being respective counsel. Except with respect to any amendments filed in connection with a Superior Proposal or a Company Change of Recommendation, the Company will (i) provide Parent, Purchaser and their counsel with a copy of any written comments (or a description of any oral comments) received by the Company or its counsel from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, (ii) consult with Parent and Purchaser (and give each a reasonable opportunity to review) regarding any such comments prior to responding thereto and the Company will consider in good faith all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel, and (iii) provide Parent and Purchaser with copies of any written comments or responses thereto. The Company, Parent and Purchaser will promptly correct any information provided by each for use in the Schedule 14D-9 if and to the extent that such information has become false or misleading in any material respect. The Company will also take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and lists of with security positions position listings of Shares held in stock depositories, each as of the then most recent practical date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will furnish Merger Sub Purchaser with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesthe Company’s stockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Shares, as Parent or Merger Sub or their agents Purchaser may reasonably request in communicating request, all at Purchaser’s expense. The Company, Parent and Purchaser will disseminate the Offer Documents and the Schedule 14D-9 to the record and beneficial holders of SharesShares together in the same mailing or other form of distribution. Subject to the requirements of applicable law, and except for such actions as are reasonably necessary to disseminate the Offer Documents, each of Parent and Purchaser will hold all information and documents provided to it under this Section 2.2(c) in confidence in accordance with the Confidentiality Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferOffer Documents are filed with the SEC, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors ability of the Company determines to make a Recommendation Withdrawal pursuant to and in -------- ------- good faithaccordance with Section 6.2(e), taking into consideration contains the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Company Board Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent Company Shareholders together with the Offer Documents as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsAct. The Company shall cause the Schedule 14d-9 shall, 14D-9 to comply as to form in all material respects, comply respects with the requirements of all applicable Laws. Parent and Merger Sub shall as promptly as practicable furnish to the Exchange Act Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information contains any untrue statement of material fact or omits 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, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and regulations thereunder disseminated to the Company Shareholders, in each case as and other to the extent required by applicable laws. Law. (b) Except in connection with (i) an Acquisition Proposal that the Company’s Board of Directors determines in good faith (after consultation with its financial advisor and outside counsel) constitutes or would reasonably be expected to result in a Superior Proposal or (ii) a Recommendation Withdrawal, in the case of each of clauses (i) and (ii), in accordance with Section 6.2: (A) Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed its filing with the SECSEC (including any amendments or supplements thereto), and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel; and (B) the Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and provide comments on the response of the Company to those comments. The Company shall use reasonable best efforts to respond promptly to any such comments. (c) In connection with The Company shall as promptly as practicable after the Offer, the Company will cause its transfer agent to furnish promptly date of this Agreement provide to Merger Sub Sub, or cause to be provided to Merger Sub, (i) a list, list of the Company’s shareholders as of a the most recent date, of the shareholders of record of Shares and their addresses, practicable date as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares Company Common Stock and lists of security securities positions of Shares Company Common Stock held in stock depositories. The Company will , and shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addressesthe Company Shareholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating order to communicate the Offer to the record Company Shareholders. Except as required by applicable Law, and beneficial holders except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or the Offer is otherwise terminated or withdrawn for any reason, shall promptly deliver or cause to be delivered to the Company or destroy all copies of Sharessuch information, labels, listings and files then in their possession or in the possession of their Representatives.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On the date of commencement of the OfferPurchaser files the Schedule TO with the SEC or as promptly as reasonably practicable thereafter, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities lawsLaws with the Offer Documents. The Company, Parent and Purchaser will correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 that shall have become false or misleading, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in all material respects, comply with each case as and to the requirements of the Exchange Act and the rules and regulations thereunder and other extent required by applicable lawsU.S. federal securities Laws. Merger Sub The Company shall give Parent and its counsel shall be given an a reasonable opportunity to review and comment on upon the Schedule 14D-9 and any amendment all amendments and supplements thereto prior to their being filed filing with the SEC. In addition, the Company shall provide Parent and Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent and Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent and Purchaser and their counsel. (c) In connection with the Offer, the The Company will shall cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and lists of with security positions position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will shall furnish Merger Sub Purchaser with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesthe Company’s shareholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Shares, as Parent or Merger Sub or their agents Purchaser may reasonably request in communicating request, all at Purchaser’s expense. The Company, Parent and Purchaser agree to disseminate the Offer Documents and the Schedule 14D-9 to the record and beneficial holders of SharesShares together in the same mailing or other form of distribution. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall treat the information contained in such labels, listings and files as “Evaluation Materials” pursuant to the Confidentiality Agreement.

Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of and this Agreement. The Company hereby further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents of such approval and of the Merger, are fair to determination and in the best interests recommendation of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"Board described in Section 4.4(b), and (ii) ------------ unanimously recommended that the shareholders of the . The Company accept the Offer and adopt this Agreementshall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.3(c). (b) On Promptly following the date of commencement filing of the OfferSchedule TO by Purchaser, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing containing, except as provided in Section 7.3(c), the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a4.4(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate use its reasonable best efforts to cause the Schedule 14D-9 to be filed with the SEC on the same day as the Schedule TO shall be filed with the SEC. The Company shall promptly mail the Schedule 14D-9 to the extent holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company shall also include a notice, in compliance with Section 251(h) and Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL. The Company shall use its reasonable best efforts to cause the Schedule 14d-9 shall, 14D-9 to comply in all material respects, comply respects with the applicable requirements of federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Exchange Act Schedule 14D-9 that shall have become false or misleading in any material respect, and the rules Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and regulations thereunder and other disseminated to holders of Company Shares, in each case in all material respects as required by applicable federal securities laws. Merger Sub Parent or Purchaser shall promptly furnish to the Company all information concerning Parent and Purchaser that is required or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, Purchaser and their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to (i) provide Parent, Purchaser and their counsel in writing with any written comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use reasonable best efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change of Recommendation, provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment thereto to the Schedule 14D-9 prior to their being filed the filing thereof with the SEC. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser mailing labels containing the names and addresses of all record holders of Company Shares and lists with security position listings of security positions of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Company Shares. The Company will shall use its reasonable best efforts to promptly furnish Merger Sub with or cause to be furnished to Purchaser such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Merger Sub or their agents Purchaser may reasonably request in communicating request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Purchaser and Parent will promptly deliver and cause their Representatives to deliver to the record Company (and beneficial holders delete electronic copies of) all copies, summaries and extracts of Sharessuch information then in their possession or control.

Company Action. (a) The Company hereby approves shall promptly (but not later than five (5) business days following the date hereof) furnish Parent with a list of holders of Company Common Stock, mailing labels and consents any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories which, in each case, shall be true and correct as of the most recent practicable date, and the Company shall provide to Parent such additional information (including updated lists of holders of Company Common Stock, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for the sole purpose of disseminating the Offer Documents to and communicating with respect to the Offer and represents that its Board to the holders of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by Company Common Stock. If this Agreement, including without limitation Agreement is terminated in accordance with Article VIII or if the Offer is otherwise terminated, Parent and its Representatives shall promptly deliver or cause to be delivered to the Merger, are fair to and Company all copies of the information specified in the best interests preceding sentence then in their possession. All such information forwarded pursuant to the second sentence of this Section 1.2(a) shall be held by Parent and Merger Sub in confidence in accordance with the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Confidentiality Agreement. (b) On the date of commencement of the OfferOffer Commencement Date, the Company shall file with the Securities SEC and Exchange Commission (disseminate to holders of shares of Company Common Stock, in each case as and to the "SEC") extent required by applicable Law, including U.S. federal securities laws, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.3, shall reflect the -------------- recommendation Company Offer Recommendation. Each of the Company's Board of Directors described , Parent and Merger Sub agrees promptly to correct any information provided by it for use in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, 14D-9 if and to the extent that it shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable Law, including U.S. federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act laws and the rules and regulations thereunder and other applicable laws. Merger Sub of Nasdaq. (c) Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and any amendment thereto prior the Company shall give reasonable and good faith consideration to all comments made by Parent, Merger Sub and their being filed counsel. The Company shall provide Parent, Merger Sub and their counsel with (i) all comments and other communications, whether written or oral, that Parent, Merger Sub and their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments with respect to that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in all discussions and meetings with the SEC. (cd) In connection with Prior to the OfferExpiration Date, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, Compensation Committee of the shareholders Company’s Board of record Directors (the “Compensation Committee”) shall take all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment compensation, severance and employee benefit agreements and arrangements that have been or shall be entered into or granted by the Company, Parent, or any other of Shares their respective Affiliates with or to current or future directors, officers, or employees of the Company and their addressesits subsidiaries, as well as mailing labels containing to ensure that all such agreements and arrangements satisfy the names and addresses safe harbor provisions of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of SharesRule 14d-10(d)(2).

Company Action. (a) The Company hereby approves of and consents to the Offer and -------------- represents that its Board of Directors, at Directors has determined by a meeting duly called and held on January 14, 1998, (i) unanimously determined unanimous vote that the transactions contemplated by this AgreementOffer and the Merger are fair to, including without limitation and in the best interests of, the Company and its stockholders, has approved the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders. The Company further represents that ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. has opined to the Board of Directors of the Company that, as of November 30, 1995, the consideration in cash to be received by holders of Shares and Preferred Shares pursuant to the Offer and the OfferMerger is fair to such holders. In addition, the Merger Independent Directors of the Company, as such term is defined in the Standstill Agreement, dated November 30, 1988, between Warburg Pincus Capital Company, L.P. ("WP") and the other transactions contemplated hereby Company (the "TransactionsStandstill Agreement"), have approved the transactions contemplated by the Tender Agreement, dated the date hereof, between WP and BHP (iithe "Tender Agreement") ------------ unanimously recommended that in accordance with the shareholders terms of the Company accept the Offer and adopt this Standstill Agreement. (b) On . As soon as practicable after the date of commencement of the Offerhereof, the Company shall file with the Securities Commission but in no event prior to such date as the Purchaser has filed the Tender Offer Documents with the Commission and Exchange Commission (the "SEC") mail to holders of record and beneficial owners of Shares and Preferred Shares a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements theretosuch Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of which shall reflect such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, determination and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreementrecommendation. The Company shall disseminate the Schedule 14D-9 from time to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to time furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub Purchaser with such additional information (includinginformation, but not limited toif any, including updated or additional lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) , and such other assistance as Parent or Merger Sub or their agents the Purchaser may reasonably request in communicating order to be able to communicate the Offer to the record and beneficial holders stockholders of Sharesthe Company .

Company Action. 7.8.1. The Company shall use its reasonable best efforts to cause the Company Financial Adviser to permit the inclusion of the fairness opinion referred to in Section 3.21 (aor a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 5.3 and a reference to such opinion in the Offer Documents. The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders recommendations of the Company accept the Offer and adopt this AgreementBoard described in Section 5.2. (b) On the date of commencement of the Offer, the 7.8.2. The Company shall file with the Securities and Exchange Commission (SEC, contemporaneously with the "SEC") commencement of the Offer pursuant to Section 7.7, a --- Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation statements of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal5.2, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under shareholders of the Exchange Act and any other applicable federal securities lawsCompany. The Schedule 14d-9 shall, 14D-9 and all amendments thereto will comply in all material respects, comply respects with the requirements of the Exchange Act and the rules and regulations thereunder promulgated thereunder. The Company and other applicable laws. Merger Sub and its counsel shall be given an opportunity Purchaser each agrees promptly to review and comment on correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and any amendment thereto prior the Company further agrees to their being take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. (c) 7.8.3. In connection with the Offer, the Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a listPurchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of shares of Common Stock, each as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will shall promptly furnish Merger Sub Purchaser with such additional information (including, including but not limited to, to updated lists of holders of Shares and their addressesshareholders, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and such other assistance as Parent or Merger Sub Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the record and beneficial holders of Sharesshares of Common Stock. Subject to the requirements of applicable law, and except for such steps as are appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Preferred Stock Sale, Purchaser and its affiliates, associates, agents and advisors shall use the information contained in any such labels, listings and files only in connection with the Offer and the Preferred Stock Sale, and, if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

Company Action. (a) The Company hereby approves of and consents to As promptly as practicable on the date that the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that Documents are filed with the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferSEC, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of and Schedule 13E-3 (such Schedule 13E-3 filed by the Company's Board of Directors described in Section 1.2(a); provided, however, the “Company Schedule 13E-3”) that if the Board of Directors of contains the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalRecommendation, and any related amendment of shall promptly disseminate the Schedule 14D-9, shall not constitute a breach of this Agreement14D-9 and the Company Schedule 13E-3 to the Company’s stockholders together with the Offer Documents as required by Rule 14d-9 under the Exchange Act and the Parent Schedule 13E-3. The Company shall disseminate cause the Schedule 14D-9 and the Company Schedule 13E-3 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL in connection with a merger effected pursuant to Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information concerning Parent and Merger Sub that is required by the Company for inclusion in the Schedule 14D-9 and the Company Schedule 13E-3. Each of the Parties agrees to promptly correct any information provided by it for use in the Schedule 14D-9 or the Company Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 and the Company Schedule 13E-3 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsLaw. The Company shall provide Parent and its outside counsel with any comments (including a summary of oral comments) that the Company or its outside counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14d-9 shall14D-9 or the Company Schedule 13E-3 promptly after receipt of such comments. Except from and after a Change in Recommendation or in connection with any disclosures that are permitted by Section 6.3(f), in all material respects, comply prior to the filing of the Schedule 14D-9 or the Company Schedule 13E-3 (including any amendment or supplement thereto) with the requirements SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the Exchange Act and SEC with respect to the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel Schedule 14D-9 or the Company Schedule 13E-3, the Company shall be given an provide Parent with a reasonable opportunity to review and comment on the such Schedule 14D-9 or response, and the Company shall give reasonable and good faith consideration to any amendment thereto prior comments provided by Parent. The Company shall use reasonable efforts to their being filed with the SECrespond promptly to any such SEC comments. (cb) In connection with The Company shall promptly after the Offerdate hereof provide to Parent, the Company will or cause its transfer agent to furnish promptly be provided to Merger Sub Parent, a list, as of a recent date, list of the shareholders of record of Shares and their addresses, Company’s stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares Common Stock and lists of security securities positions of Shares Common Stock held in stock depositories. The Company will depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addressesthe Company’s stockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating connection with the Offer to Offer. Parent and Merger Sub and their agents shall treat the record information contained in any such labels, listings and beneficial holders files as confidential information in accordance with the terms of SharesSection 5 of the Investor Rights Agreement.

Company Action. (a) The Company hereby consents to and approves of and the Offer. The Company hereby further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents of such approval and of the Merger, are fair to and in the best interests recommendation of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Board described in Section 4.3(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementSub or Parent except as provided in Section 6.10. (b) On Concurrently with the date of commencement filing of the OfferSchedule TO by Merger Sub, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing containing, except as provided in Section 6.10, the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a4.3(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14d-9 shall, 14D-9 to comply in all material respects, comply respects with the applicable requirements of federal securities laws. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Exchange Act Schedule 14D-9 which shall have become false or misleading in any material respect, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and regulations thereunder and other disseminated to holders of Company Shares, in each case in all material respects as required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments thereto) before it is filed with the SEC. In addition, the Company agrees to provide Parent, Merger and their counsel (i) in writing with any comments, whether written or oral, the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (ii) reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment thereto to the Schedule 14D-9 prior to their being filed the filing thereof with the SEC. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists with security position listings of security positions of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Company Shares. The Company will shall promptly furnish or cause to be furnished to Merger Sub with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Merger Sub or their agents may reasonably request in communicating request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the record Offer or the Merger, Parent and beneficial holders of SharesMerger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of DirectorsDirectors (the "COMPANY BOARD"), at a meeting duly called and held on January 14held, 1998has resolved to recommend acceptance of the Offer by the holders of Shares; PROVIDED, (i) unanimously determined that the transactions contemplated by this AgreementCompany Board may withdraw, including without limitation the Offer and the Merger, are fair to and modify or amend such recommendation in the best interests exercise of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreementfiduciary duties. (b) On As soon as practicable on the date of commencement of day that the OfferOffer is commenced, the Company shall file with the Securities SEC and Exchange Commission (promptly thereafter disseminate to holders of Shares and Company Options, in each case as and to the "SEC") extent required by applicable federal securities laws, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "Schedule SCHEDULE 14D-9") containing that, subject to the -------------- Company Board's right to withdraw, modify or amend such recommendation in exercise of its fiduciary duties, shall reflect the recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors referred to above. Each of the Company determines Company, BMS and Acquisition Sub agrees promptly to correct any information provided by it for use in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, 14D-9 if and to the extent that it shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares and Company Options, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub BMS and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their its being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub shall provide BMS and its counsel with such additional information (includingany comments or other communications, but not limited towhether written or oral, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent that the Company or Merger Sub its counsel may receive from time to time from the SEC or their agents may reasonably request in communicating the Offer its staff with respect to the record Schedule 14D-9 (and beneficial holders any amendments thereto) promptly after receipt of Sharessuch comments or other communications.

Company Action. (a) The Subject to the terms of this Agreement, the Company hereby consents to and approves of and the Offer. Subject to Section 6.10, the Company hereby further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents of such approval and of the Merger, are fair to and in the best interests recommendation of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Board described in Section 4.4(b). The Company shall not withdraw or modify such recommendation in any manner adverse to Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementSub or Parent except as provided in Section 6.10. (b) On Concurrently with the date of commencement filing of the OfferSchedule TO by Merger Sub and conditioned on Parent’s and Merger Sub’s having fulfilled their obligation to provide information to Company on a timely basis as contemplated by this Section 2.2(b), the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing containing, except as provided in Section 6.10, the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a4.4(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate use its reasonable best efforts to cause the Schedule 14D-9 to the extent be disseminated in all material respects as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company shall use its reasonable best efforts to cause the Schedule 14d-9 shall, 14D-9 to comply in all material respects, comply respects with the applicable requirements of federal securities laws. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Exchange Act Schedule 14D-9 which shall have become false or misleading in any material respect, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and regulations thereunder and other disseminated to holders of Company Shares, in each case in all material respects as required by applicable federal securities laws. Parent or Merger Sub shall as promptly as practicable furnish to the Company all information concerning Parent and Merger Sub that is required by applicable federal securities laws or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendments thereto) before it is filed with the SEC. In addition, the Company agrees to provide Parent, Merger and their counsel (i) in writing with any comments, whether written or oral, the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (ii) reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment thereto to the Schedule 14D-9 prior to their being filed the filing thereof with the SEC. (c) In connection with the Offer, the Company will shall as promptly as practicable furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Company Shares and lists with security position listings of security positions of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Company Shares. The Company will shall promptly furnish or cause to be furnished to Merger Sub with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Merger Sub or their agents may reasonably request in communicating request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the record Offer or the Merger, Parent and beneficial holders of SharesMerger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On As soon as reasonably practicable after the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") ), containing the -------------- recommendation recommendations of the Company's Special Committee and the Board of Directors described in Section 1.2(a3.04(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act, and any other applicable federal securities lawslaw. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Warrants, in all material respectseach case as and to the extent required by applicable law. Parent, comply with the requirements of the Exchange Act Purchaser and the rules and regulations thereunder and other applicable laws. Merger Sub and its their respective counsel shall be given an the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed the filing thereof with the SEC. The Company shall provide Parent, Purchaser and their respective counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company and its counsel shall provide Parent, Purchaser and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (cb) In connection with the OfferTransactions, the Company will shall promptly furnish, or cause its transfer agent to furnish promptly to Merger Sub a listbe furnished, as of a recent date, of the shareholders of record of Shares Parent and their addresses, as well as Purchaser with mailing labels containing the names and addresses of all the record holders of Shares and Warrants as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, Warrantholders, security positions position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares held in stock depositories. The Company will and Warrants, and shall furnish Merger Sub with to Purchaser such additional information and assistance (including, but not limited to, including updated lists of holders of Shares stockholders, Warrantholders, security position listings and their addresses, mailing labels and lists of security positionscomputer files) and such other assistance as Parent or Merger Sub or their agents and Purchaser may reasonably request in communicating the Offer to the record Company's stockholders and beneficial holders Warrantholders. Subject to the requirements of Sharesapplicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents shall to the extent available to the Company, or shall cause its transfer agent and the Depositary Agent, as applicable, to promptly (and in any event within five (5) Business Days after the date of this Agreement) furnish Parent and Buyer with (i) the names and addresses of its direct registered record holders of Offer Securities, (ii) listings and represents computer files containing the names and addresses of all record holders of Offer Securities and lists of securities positions of Offer Securities held in stock depositories and (iii) copies of all lists of shareholders, security position listings and computer files in the Company’s possession or control regarding the beneficial owners of Offer Securities, as of the most recent practicable date, and shall provide to Parent and Buyer such additional information (including updated lists of shareholders and lists of securities positions (which shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated)) and such other assistance as Parent or Buyer may reasonably request in connection with the Offer. In the event that its Board the Company is prohibited from providing any such information, (A) it shall request permission from the applicable shareholders to provide such information to Parent and Buyer and (B) if the information requested is not received at least ten (10) Business Days after the date of Directorsthis Agreement, at a meeting duly called the Company shall deliver to such shareholders all information that would otherwise be required to be provided by Parent or Buyer to such shareholders of the Company in connection with the Offer, and, notwithstanding this ARTICLE II, neither Parent nor Buyer shall have any obligation under this Agreement to deliver such information to such shareholders. Except as required by applicable Law, and held on January 14, 1998except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (i) unanimously determined that Parent and its Affiliates and Representatives shall hold in confidence the transactions contemplated by this Agreement, including without limitation information contained in such listings and files and shall use such information only in connection with the Offer Transactions and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions")Compulsory Redemption, and (ii) ------------ unanimously recommended that the shareholders of if this Agreement is terminated, Parent and Buyer shall deliver to the Company accept and shall use their reasonable best efforts to cause their Affiliates and Representatives to deliver to the Offer Company all copies and adopt this Agreementany extracts or summaries from such information then in their possession. (b) On the date of commencement of the OfferOffer Commencement Date, the Company shall shall, as promptly as practicable following the filing of the Schedule TO, file with the Securities SEC and Exchange Commission (disseminate to holders of the "SEC") Offer Securities, in each case as and to the extent required by applicable United States federal securities Laws and any other applicable Law, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments or supplements thereto and supplements including exhibits thereto, the "“Schedule 14D-9"”) containing that, subject to Section 5.3(e), shall reflect the -------------- recommendation Company Board Recommendation. Parent and Buyer shall furnish promptly to the Company all information concerning Parent, Buyer or any of their applicable Affiliates required by the Exchange Act and other applicable Law, or as reasonably requested by the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required set forth in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Each of the Company, on the one hand, and Parent and Buyer, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it has become (or has become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Offer Securities, in each case to the extent required by applicable United States federal securities Laws and other applicable Law. Except to the extent any amendments relate to a Change of Board Recommendation or relate to a “stop, look and listen” communication as contemplated by Rule 14d-9 promulgated 14d-9(f) under the Exchange Act Act, the Company shall give Parent, Buyer and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC. , and the Company shall give reasonable consideration to all reasonable additions, deletions or changes to such document (cand any amendments thereto) In connection with suggested thereto by Parent, Buyer and their counsel. Except to the Offerextent any comments or communications relate to a Change of Board Recommendation or a “stop, look and listen” communication as contemplated by Rule 14d-9(f) under the Exchange Act, the Company will cause its transfer agent to furnish promptly to Merger Sub a listshall provide Parent, as of a recent date, of the shareholders of record of Shares Buyer and their addressescounsel with (i) any comments or other communications, as well as mailing labels containing whether written or oral, that the names Company or its counsel may receive from time to time from the SEC or its staff or other Governmental Bodies with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and addresses of (ii) a reasonable opportunity to participate in the Company’s responses to those comments and to provide comments on those responses (and the Company shall give reasonable consideration to all record holders of Shares reasonable additions, deletions or changes to such responses suggested by Parent, Buyer and lists of security positions of Shares held their counsel), including by participating with the Company or its counsel in stock depositoriesany discussions or meetings with the SEC or other Governmental Bodies to the extent such participation is not prohibited by the SEC or other Governmental Bodies. The Company will furnish Merger Sub parties hereto agree that, notwithstanding the notice provisions of this Agreement, communications with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer respect to the record and beneficial holders Schedule 14D-9, including communications related to any SEC comments, may be made on behalf of Shareseach party by email through their respective counsel.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held As soon as reasonably practicable on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9") ), containing the -------------- recommendation recommendations of the Company's Special Committee and the Board of Directors described in Section 1.2(a3.04(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act, and any other applicable federal securities lawsLaw. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in all material respects, comply with each case as and to the requirements of the Exchange Act and the rules and regulations thereunder and other extent required by applicable lawsLaw. Merger Sub Parent and its counsel shall be given an the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed the filing thereof with the SEC. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company and its counsel shall provide Parent and its counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule14D-9, the Transactions or this Agreement. (cb) In connection with the OfferTransactions, the Company will shall furnish, or cause its transfer agent to furnish be furnished, Purchaser promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as with mailing labels containing the names and addresses of all the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security positions position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares held in stock depositories. The Company will Shares, and shall furnish Merger Sub with to Purchaser such additional information and assistance (including, but not limited to, including updated lists of holders of Shares shareholders, security position listings and their addresses, mailing labels and lists of security positionscomputer files) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record Company's shareholders. Subject to the requirements of applicable law, and beneficial holders of Sharesexcept for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On As soon as reasonably practicable after the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 14D- 9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") ), containing the -------------- recommendation recommendations of the Company's Special Committee and the Board of Directors described in Section 1.2(a3.04(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act, and any other applicable federal securities lawslaw. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Warrants, in all material respectseach case as and to the extent required by applicable law. Parent, comply with the requirements of the Exchange Act Purchaser and the rules and regulations thereunder and other applicable laws. Merger Sub and its their respective counsel shall be given an the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed the filing thereof with the SEC. The Company shall provide Parent, Purchaser and their respective counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company and its counsel shall provide Parent, Purchaser and their respective counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (cb) In connection with the OfferTransactions, the Company will shall promptly furnish, or cause its transfer agent to furnish promptly to Merger Sub a listbe furnished, as of a recent date, of the shareholders of record of Shares Parent and their addresses, as well as Purchaser with mailing labels containing the names and addresses of all the record holders of Shares and Warrants as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, Warrantholders, security positions position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares held in stock depositories. The Company will and Warrants, and shall furnish Merger Sub with to Purchaser such additional information and assistance (including, but not limited to, including updated lists of holders of Shares stockholders, Warrantholders, security position listings and their addresses, mailing labels and lists of security positionscomputer files) and such other assistance as Parent or Merger Sub or their agents and Purchaser may reasonably request in communicating the Offer to the record Company's stockholders and beneficial holders Warrantholders. Subject to the requirements of Sharesapplicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described (the "Board") has unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.2(a2.01); provided, however, that if the Board of Directors and resolved to recommend acceptance of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Offer and any related amendment of the Schedule 14D-9, shall not constitute a breach adoption and approval of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act Agreement and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on by the Schedule 14D-9 and any amendment thereto prior to their being filed with the SECCompany's stockholders. (cb) In connection with the Offer, the The Company will cause promptly furnish Buyer with a list of its transfer agent to furnish promptly to Merger Sub a liststockholders, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company , as of the most recent practicable date, and will furnish Merger Sub with provide to Buyer such additional information (including, but not limited towithout limitation, updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents Buyer may reasonably request in communicating connection with the Offer. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate any documents necessary to consummate the Merger or the Offer, Buyer shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Merger and the Offer, and if this Agreement is terminated in accordance with Section 10.01, shall deliver to the Company all copies of such information then in its possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, or an amendment to a previously filed Solicitation/Recommendation Statement on Schedule 14D-9, if applicable, (as it may be amended from time to time as permitted under this Agreement, the "14D-9") which shall reflect the recommendations and actions of the Board referred to above, subject to the record fiduciary duties of the Board under applicable law as advised by independent legal counsel (who may be the Company's regularly engaged legal counsel). Buyer and beneficial its counsel shall be given the opportunity to review the 14D-9 before it is filed with the SEC. In addition, the Company will provide Buyer and its counsel, in writing, with any comments, written or oral, the Company or its counsel may receive from time to time from the SEC or its staff with respect to the 14D-9 promptly after the receipt of such comments. (d) The Company and the Board have taken all necessary action to cause (i) the provisions of Section 203 of the General Corporation Law of the State of Delaware, as amended ("Delaware Law") to be inapplicable to the transactions contemplated by this Agreement and (ii) the dilution provisions of the Shareholder Rights Agreement, dated as of June 17, 1996, as amended, between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Rights Agreement"), to be inapplicable to the transactions contemplated by this Agreement, without any payment to holders of Sharesrights issued pursuant to the Rights Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described (the "BOARD") has unanimously approved this Agreement and the transactions con templated hereby, including the Offer and the Merger (as defined in Section 1.2(a2.01); provided, however, that if the Board of Directors and resolved to recommend acceptance of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Offer and any related amendment of the Schedule 14D-9, shall not constitute a breach adoption and approval of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act Agreement and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on by the Schedule 14D-9 and any amendment thereto prior to their being filed with the SECCompany's stockholders. (cb) In connection with the Offer, the The Company will cause promptly furnish Buyer with a list of its transfer agent to furnish promptly to Merger Sub a liststockholders, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company , as of the most recent practicable date, and will furnish Merger Sub with provide to Buyer such additional information (including, but not limited towithout limitation, updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents Buyer may reasonably request in communicating connection with the Offer. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate any documents necessary to consummate the Merger or the Offer, Buyer shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Merger and the Offer, and if this Agreement is terminated in accordance with Section 10.01, shall deliver to the Company all copies of such information then in its possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, or an amendment to a previously filed Solicitation/Recommendation Statement on Schedule 14D-9, if applicable, (as it may be amended from time to time as permitted under this Agreement, the "14D-9") which shall reflect the recommendations and actions of the Board referred to above, subject to the record fiduciary duties of the Board under applicable law as advised by independent legal counsel (who may be the Company's regularly engaged legal counsel). Buyer and beneficial its counsel shall be given the opportunity to review the 14D-9 before it is filed with the SEC. In addition, the Company will provide Buyer and its counsel, in writing, with any comments, written or oral, the Company or its counsel may receive from time to time from the SEC or its staff with respect to the 14D-9 promptly after the receipt of such comments. (d) The Company and the Board have taken all necessary action to cause (i) the provisions of Section 203 of the General Corporation Law of the State of Delaware, as amended ("DELAWARE LAW") to be inapplicable to the transactions contemplated by this Agreement and (ii) the dilution provisions of the Shareholder Rights Agreement, dated as of June 17, 1996, as amended, between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "RIGHTS AGREEMENT"), to be inapplicable to the transactions contemplated by this Agreement, without any payment to holders of Sharesrights issued pursuant to the Rights Agreement.

Company Action. (a) The Subject to Section 5.3, the Company hereby approves of and consents to the Offer and represents that its Board to the inclusion of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation Recommendation in the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementDocuments. (b) On the date of commencement of the Offer, the The Company shall file with the Securities SEC, concurrently with the filing by Parent and Exchange Commission (Merger Sub of the "SEC") Schedule TO with respect to the Offer, or as promptly as reasonably practicable thereafter, a --- Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that will comply in all material respects with the -------------- recommendation provisions of all applicable Federal securities Laws. The Company agrees to cause such Schedule 14D-9 to be disseminated to the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors stockholders of the Company determines in -------- ------- good faith, taking into consideration along with the advice Offer Documents promptly after the commencement of outside legal counsel, the Offer (provided that Parent and Merger Sub shall use commercially reasonable efforts to cause the amendment or withdrawal of such recommendation is likely Schedule 14D-9 to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawaldisseminated concurrently with, and in the same mailing envelope as, the Offer Documents, if requested by the Company). Subject to Section 5.3 and to any related amendment of Adverse Recommendation Change in accordance with this Agreement, the Schedule 14D-9, 14D-9 and the Offer Documents shall not constitute a breach of this Agreementcontain the Recommendation. The Company shall disseminate agrees to promptly correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect (and each of Parent and Merger Sub, with respect to written information supplied by it, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and promptly disseminated to the Company’s stockholders, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal Federal securities lawsLaws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being before it is filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent and Merger Sub (in writing, if written), and consult with Parent and Merger Sub regarding, any comments (written or oral) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any proposed responses before they are filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (c) In connection with the Offer, the Company will shall promptly furnish, or cause its transfer agent to furnish promptly to furnish, Parent and Merger Sub a listwith mailing labels, as of a recent datesecurity position listings, of the shareholders of record of Shares non-objecting beneficial owner lists and their addresses, as well as mailing labels all reasonably available listings and computer files containing the names and addresses of all the record holders of Shares the Common Stock as of the most recent practicable date and lists of security positions of Shares held in stock depositories. The Company will furnish shall furnish, or cause its transfer agent to furnish, Parent and Merger Sub with such additional available stockholder information and assistance (including, but not limited to, including updated lists of holders of Shares stockholders and their addresses, mailing labels and lists of security positionspositions and non-objecting beneficial owner lists as they become available) and such other assistance as Parent or and Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of SharesCommon Stock. In connection with the Offer, the Company shall furnish Parent with such information and assistance as Parent or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of the Offer and Offer Documents and communicating the Offer to the record and beneficial holders of shares of Common Stock, and Parent and Merger Sub shall furnish the Company with such information as the Company or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of the Schedule 14D-9 and communicating the Schedule 14D-9 to the record and beneficial holders of shares of Common Stock.

Company Action. (ab) The Company hereby approves of agrees to file with the SEC and consents mail to its stockholders contemporaneously with the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") Offer a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing which shall reflect the -------------- recommendation actions of the Company's Board of Directors described referred to above and shall comply in Section 1.2(a); providedall material respects with the provisions of applicable federal securities laws. The Company, howeverand Parent, Holding Sub and Merger Sub with respect to information supplied by either of them for use in the Schedule 14D-9, agree promptly to correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and mailed to holders of Shares and any other holders of securities of the Company (if any) to the extent required by applicable federal securities laws. The Schedule 14D-9 shall contain the recommendation of the Board of Directors of the Company that the holders of Shares accept the Offer, unless and until the Company's Board of Directors determines in -------- ------- good faith, taking into consideration the only after receipt of and based upon advice of from outside legal counselcounsel to the Company, that the amendment or withdrawal of such recommendation it is likely to be required in order for its members to comply with their by fiduciary duties under applicable lawlaw to make an Adverse Change in the Company Recommendation in response to a Superior Proposal. In addition, then the Company agrees to promptly provide Parent and their counsel in writing with any such amendment comments the Company or withdrawal, and any related amendment of its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection The Company shall promptly furnish Parent or Holding Sub with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, list of the shareholders of record holders of Shares and their addresses, as well as mailing labels containing the names and addresses of all the record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will , each as of the most recent practicable date, and shall furnish Merger Parent or Holding Sub with such additional information (includinginformation, but not limited to, including updated lists of holders of Shares and their addressesShares, mailing labels and lists of security securities positions) , and such other assistance as Parent or Merger Parent, Holding Sub or their agents may reasonably request in communicating for the purpose of disseminating the Offer to Documents and communicating with the record and beneficial holders of SharesShares with respect thereto.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held As soon as reasonably practicable on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") ), containing the -------------- recommendation recommendations of the Company's Special Committee and the Board of Directors described in Section 1.2(a3.04(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act, and any other applicable federal securities lawsLaw. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in all material respects, comply with each case as and to the requirements of the Exchange Act and the rules and regulations thereunder and other extent required by applicable lawsLaw. Merger Sub Parent and its counsel shall be given an the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed the filing thereof with the SEC. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company and its counsel shall provide Parent and its counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule14D-9, the Transactions or this Agreement. (cb) In connection with the OfferTransactions, the Company will shall furnish, or cause its transfer agent to furnish be furnished, Purchaser promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as with mailing labels containing the names and addresses of all the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security positions position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares held in stock depositories. The Company will Shares, and shall furnish Merger Sub with to Purchaser such additional information and assistance (including, but not limited to, including updated lists of holders of Shares shareholders, security position listings and their addresses, mailing labels and lists of security positionscomputer files) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record Company's shareholders. Subject to the requirements of applicable law, and beneficial holders of Sharesexcept for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents to Section 1.2.1 As soon as practicable on the day that the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offeris commenced, the Company shall will file with the Securities SEC and Exchange Commission (the "SEC") disseminate to holders of shares of Company Common Stock a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing which shall include the -------------- recommendation written opinions of UBS Securities LLC ("UBS") and ▇.▇. ▇▇▇▇▇▇ Securities Inc. ("▇.▇. ▇▇▇▇▇▇") referred to in Section 3.15.2 hereof and, subject to Section 5.7 hereof, shall include the Recommendations. As soon as practicable after the date of this Agreement, Manpower shall furnish to the Company all information concerning Manpower, Manpower's Subsidiaries and Manpower's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2. 1. Subject to Section 5.7 hereof, the Company hereby consents to the inclusion of the Company's Board Recommendations in the Offer Documents and agrees that none of Directors described the Recommendations shall be withdrawn, modified or changed in Section 1.2(a); provideda manner adverse to Manpower or Merger Sub, howeverand no resolution by the Company Board, that if the Board of Directors Special Committee or any other committee of the Company determines in -------- ------- good faithBoard to withdraw, taking into consideration the advice of outside legal counsel, that the amendment modify or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then change any such amendment or withdrawal, and any related amendment of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. Notwithstanding the foregoing, prior to the Appointment Time, the Company Board or the Special Committee may withhold, withdraw, modify or change in a manner adverse to Manpower, or fail to make, the Recommendations solely in accordance with the terms of Section 5.7 hereof. The Company, Manpower and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Manpower and its counsel legal advisors shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their its being filed with the SECSEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Manpower and its legal advisors with any comments the Company or its legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 as soon as practicable after receipt of such written comments. (c) In connection with the Offer, the Section 1.2.2 The Company will cause its transfer agent to promptly furnish promptly to Manpower and Merger Sub with a listlist of its shareholders, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels and any available listings or computer files containing the names and addresses of all record holders of Shares shares of Company Common Stock and lists of security securities positions of Shares shares of Company Common Stock held in stock depositories. The Company , in each case as of the most recent practicable date, and will furnish provide to Manpower and Merger Sub with such additional information (including, but not limited towithout limitation, updated lists of holders of Shares and their addressesshareholders, mailing labels and lists of security securities positions) and such other assistance as Parent Manpower or Merger Sub or their agents may reasonably request in communicating connection with the Offer. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Manpower and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the record and beneficial holders Company all copies of Sharessuch information then in their possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directorsthe Board, at a meeting duly called and held on January 14February 25, 19981996, has (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offertransactions contemplated hereby, including the Offer and the Merger and the other transactions contemplated hereby (the "TransactionsTRANSACTIONS"), and (ii) ------------ unanimously recommended that the shareholders stockholders of the Company accept the Offer and approve and adopt this AgreementAgreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, subject to the second sentence of Section 5.02(a). (b) On As soon as practicable on the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, 1.02(a) and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any other applicable federal securities laws. The Schedule 14d-9 shall, 14D-9 will comply in all other material respects, comply respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder and other applicable federal securities laws. The Company, Parent and Merger Sub and its counsel shall be given an opportunity agree to review and comment on correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and any amendment thereto prior the Company further agrees to their being take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the The Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as with mailing labels containing the names and addresses of all record holders of Shares and lists of with security positions position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will shall furnish Merger Sub with such additional information (information, including, but not limited towithout limitation, updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance as Parent or Parent, Merger Sub or their agents may reasonably request in communicating request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall, and each of Parent and Merger Sub shall cause its affiliates, associates, agents and advisors to, (i) hold in confidence the information contained in such labels, listings and files, (ii) use such information only in connection with the Offer and the Merger, and (iii) if this Agreement shall be terminated in accordance with Section 8.01, promptly deliver to the record and beneficial holders Company all copies (whether in human or machine readable form) of Sharessuch information then in their possession.

Company Action. (a) The Company hereby approves has been advised that all of its directors and consents executive officers who own Shares intend to tender their Shares pursuant to the Offer. In connection with the Offer and represents that subject to the occurrence of an Adverse Recommendation Change in accordance with Section 7.04(b)(ii), the Company shall, or shall instruct its Board transfer agent to, promptly furnish Parent with a list of Directorsits stockholders, at a meeting duly called mailing labels, security position listings, non-objecting beneficial owner lists and held on January 14any other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares, 1998in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (iincluding updated lists of stockholders, mailing labels and lists of securities positions) unanimously determined that and such other assistance as Parent may reasonably request in connection with the transactions contemplated by this Agreement, including without limitation Offer. Except for such steps as are necessary to disseminate the Offer Documents and the Merger, are fair any other documents necessary to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and consummate the Offer, the Merger and the other transactions contemplated hereby (by this Agreement, Parent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the "Transactions")information contained in any such labels, listings and (ii) ------------ unanimously recommended that the shareholders of the Company accept files only in connection with the Offer and adopt the Merger and, should the Offer terminate or if this AgreementAgreement shall be terminated, will deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company all copies of such information then in their possession. (b) On Contemporaneous with the date of commencement filing of the OfferSchedule TO, the Company shall shall, in a manner that complies with Rule 14d-9 under the 1934 Act, file with the Securities SEC and Exchange Commission disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the "SEC") a --- Solicitation/Recommendation Statement on 1934 Act), the Schedule 14D-9 (that, subject to its right to withdraw, modify or amend such recommendation pursuant to Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with all amendments and supplements thereto, a summary thereof in accordance with Item 1015(b) of Regulation M-A under the "Schedule 14D-9") containing 1934 Act (regardless of whether such item is applicable). The Company hereby consents to the -------------- recommendation inclusion in the Offer Documents of a description of the Company's Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of Directors described the 1934 Act and (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 1.2(a)order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the Board of Directors of no covenant is made by the Company determines with respect to information supplied by Parent or Merger Subsidiary for inclusion in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then Schedule 14D-9 (including any such amendment or withdrawal, and any related amendment of information included in the Schedule 14D-9, shall not constitute a breach of this AgreementInformation Statement). The Company shall disseminate cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement), if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by Applicable Law. The Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by Rule 14d-9 promulgated under Applicable Law (including the Exchange Act 1934 Act). Prior to an Adverse Recommendation Change in accordance with Section 7.04(b)(ii), Parent, Merger Subsidiary and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC, and the Company shall give due consideration to any reasonable comments made by Parent, Merger Subsidiary and their counsel. Prior to an Adverse Recommendation Change in accordance with Section 7.04(b)(ii), the Company shall provide Parent, Merger Subsidiary and their counsel with (i) copies of any written comments or other communications, and shall inform them of any oral communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which due consideration shall be given to reasonable comments), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) In connection with the Offer, The Company shall as promptly as reasonably practicable furnish to Parent and Merger Subsidiary all information concerning the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as that may be required by Applicable Law or reasonably requested by Parent or Merger Sub or their agents may reasonably request Subsidiary for inclusion in communicating the Schedule TO and Offer to the record and beneficial holders of SharesDocuments.

Company Action. (a) The Company hereby approves shall promptly (but not later than five (5) business days following the date hereof) furnish Parent with a list of holders of Company Common Stock, mailing labels and consents any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories which, in each case, shall be true and correct as of the most recent practicable date, and the Company shall provide to Parent such additional information (including updated lists of holders of Company Common Stock, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request for the sole purpose of disseminating the Offer Documents to and communicating with respect to the Offer and represents that its Board to the holders of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by Company Common Stock. If this Agreement, including without limitation Agreement is terminated in accordance with Article VIII or if the Offer is otherwise terminated, Parent and its Representatives shall promptly deliver or cause to be delivered to the Merger, are fair to and Company all copies of the information specified in the best interests preceding sentence then in their possession. All such information forwarded pursuant to the second sentence of this Section 1.2(a) shall be held by Parent and Merger Sub in confidence in accordance with the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Confidentiality Agreement. (b) On the date of commencement of the OfferOffer Commencement Date, the Company shall file with the Securities SEC and Exchange Commission (disseminate to holders of shares of Company Common Stock, in each case as and to the "SEC") extent required by applicable Law, including U.S. federal securities laws, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.3, shall reflect the -------------- recommendation Company Offer Recommendation. Each of the Company's Board of Directors described , Parent and Merger Sub agrees promptly to correct any information provided by it for use in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, 14D-9 if and to the extent that it shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable Law, including U.S. federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act laws and the rules and regulations thereunder and other applicable laws. Merger Sub of Nasdaq. (c) Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC. (c) In connection with the Offer, and the Company will cause its transfer agent shall give reasonable and good faith consideration to furnish promptly to all comments made by Parent, Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositoriescounsel. The Company will furnish shall provide Parent, Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addressescounsel with (i) all comments and other communications, mailing labels and lists of security positions) and such other assistance as Parent whether written or oral, that Parent, Merger Sub and their counsel may receive from time to time from the SEC or their agents may reasonably request in communicating the Offer its staff with respect to the record Schedule 14D-9 promptly after receipt of those comments or other communications and beneficial holders (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments with respect to that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in all discussions and meetings with the SEC.. (d) Prior to the Expiration Date, the Compensation Committee of Sharesthe Company’s Board of Directors (the “Compensation Committee”) shall take all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment compensation, severance and employee benefit agreements and arrangements that have been or shall be entered into or granted by the Company, Parent, or any other of their respective Affiliates with or to current or future directors, officers, or employees of the Company and its subsidiaries, to ensure that all such agreements and arrangements satisfy the safe harbor provisions of Rule 14d-10(d)(2).

Company Action. (a) The Company hereby approves has been advised that all of its directors and consents executive officers who own Shares intend to tender their Shares pursuant to the Offer. In connection with the Offer and represents that subject to the occurrence of an Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), the Company shall, or shall instruct its Board transfer agent to, promptly furnish Parent with a list of Directorsits stockholders, at a meeting duly called mailing labels, security position listings, non-objecting beneficial owner lists and held on January 14any other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares, 1998in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (iincluding updated lists of stockholders, mailing labels and lists of securities positions) unanimously determined that and such other assistance as Parent may reasonably request in connection with the transactions contemplated by this Agreement, including without limitation Offer. Except for such steps as are necessary to disseminate the Offer Documents and the Merger, are fair any other documents necessary to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and consummate the Offer, the Merger and the other transactions contemplated hereby (by this Agreement, Parent, Merger Subsidiary and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the "Transactions")information contained in any such labels, listings and (ii) ------------ unanimously recommended that the shareholders of the Company accept files only in connection with the Offer and adopt the Merger and, should the Offer terminate or if this AgreementAgreement shall be terminated, will deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company all copies of such information then in their possession. (b) On Contemporaneous with the date of commencement filing of the OfferSchedule TO, the Company shall shall, in a manner that complies with Rule 14d-9 under the 1934 Act, file with the Securities SEC and Exchange Commission disseminate to holders of Shares, in each case as and to the extent required by Applicable Law (including the "SEC") a --- Solicitation/Recommendation Statement on 1934 Act), the Schedule 14D-9 (that, subject to its right to withdraw, modify or amend such recommendation pursuant to ‎Section 7.04(b)(ii), shall reflect the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with all amendments and supplements thereto, a summary thereof in accordance with Item 1015(b) of Regulation M-A under the "Schedule 14D-9") containing 1934 Act (regardless of whether such item is applicable). The Company hereby consents to the -------------- recommendation inclusion in the Offer Documents of a description of the Company's Company Board Recommendation. The Company shall cause the Schedule 14D-9 to (i) comply with the applicable requirements of Directors described the 1934 Act and (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 1.2(a)order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the Board of Directors of no covenant is made by the Company determines with respect to information supplied by Parent or Merger Subsidiary for inclusion in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then Schedule 14D-9 (including any such amendment or withdrawal, and any related amendment of information included in the Schedule 14D-9, shall not constitute a breach of this AgreementInformation Statement). The Company shall disseminate cause the information supplied by it specifically for inclusion in the Offer Documents, at the respective times the Offer Documents are filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Subsidiary agrees promptly to correct any information provided by it for use in the Schedule 14D-9 (including the Information Statement), if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by Applicable Law. The Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by Rule 14d-9 promulgated under Applicable Law (including the Exchange Act 1934 Act). Prior to an Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), Parent, Merger Subsidiary and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC, and the Company shall give due consideration to any reasonable comments made by Parent, Merger Subsidiary and their counsel. Prior to an Adverse Recommendation Change in accordance with ‎Section 7.04(b)(ii), the Company shall provide Parent, Merger Subsidiary and their counsel with (i) copies of any written comments or other communications, and shall inform them of any oral communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which due consideration shall be given to reasonable comments), including by participating with the Company or its counsel in any discussions or meetings with the SEC. The Company shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. (c) In connection with the Offer, The Company shall as promptly as reasonably practicable furnish to Parent and Merger Subsidiary all information concerning the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as that may be required by Applicable Law or reasonably requested by Parent or Merger Sub or their agents may reasonably request Subsidiary for inclusion in communicating the Schedule TO and Offer to the record and beneficial holders of SharesDocuments.

Company Action. (a) The Company hereby approves of and consents to Section 1.2.1 As soon as practicable on the day that the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offeris commenced, the Company shall will file with the Securities SEC and Exchange Commission (the "SEC") disseminate to holders of shares of Company Common Stock a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together the “Schedule 14D-9”) which shall include the written opinions of UBS Securities LLC (“UBS”) and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“▇.▇. ▇▇▇▇▇▇”) referred to in Section 3.15.2 hereof and, subject to Section 5.7 hereof, shall include the Recommendations. As soon as practicable after the date of this Agreement, Manpower shall furnish to the Company all information concerning Manpower, Manpower’s Subsidiaries and Manpower’s shareholders that may be required or reasonably requested in connection with all amendments and supplements theretoany action contemplated by this Section 1.2.1. Subject to Section 5.7 hereof, the "Schedule 14D-9") containing Company hereby consents to the -------------- recommendation inclusion of the Company's Board Recommendations in the Offer Documents and agrees that none of Directors described the Recommendations shall be withdrawn, modified or changed in Section 1.2(a); provideda manner adverse to Manpower or Merger Sub, howeverand no resolution by the Company Board, that if the Board of Directors Special Committee or any other committee of the Company determines in -------- ------- good faithBoard to withdraw, taking into consideration the advice of outside legal counsel, that the amendment modify or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then change any such amendment or withdrawal, and any related amendment of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. Notwithstanding the foregoing, prior to the Appointment Time, the Company Board or the Special Committee may withhold, withdraw, modify or change in a manner adverse to Manpower, or fail to make, the Recommendations solely in accordance with the terms of Section 5.7 hereof. The Company, Manpower and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Manpower and its counsel legal advisors shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their its being filed with the SECSEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Manpower and its legal advisors with any comments the Company or its legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 as soon as practicable after receipt of such written comments. (c) In connection with the Offer, the Section 1.2.2 The Company will cause its transfer agent to promptly furnish promptly to Manpower and Merger Sub with a listlist of its shareholders, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels and any available listings or computer files containing the names and addresses of all record holders of Shares shares of Company Common Stock and lists of security securities positions of Shares shares of Company Common Stock held in stock depositories. The Company , in each case as of the most recent practicable date, and will furnish provide to Manpower and Merger Sub with such additional information (including, but not limited towithout limitation, updated lists of holders of Shares and their addressesshareholders, mailing labels and lists of security securities positions) and such other assistance as Parent Manpower or Merger Sub or their agents may reasonably request in communicating connection with the Offer. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Manpower and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the record and beneficial holders Company all copies of Sharessuch information then in their possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel or shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to to, furnish promptly to Parent and Merger Sub promptly with a list, as of a recent date, list of the shareholders of record of Shares and their addressesCompany Stockholders, as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The depositories as of the most recent practicable date (and in any event the Company will shall so direct its transfer agent to furnish such materials to Parent and Merger Sub with within two Business Days following the date of this Agreement), and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and labels, lists of security positionssecurities positions and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings, files and other information, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the record Company or destroy all copies of such information then in their possession in accordance with the Confidentiality Agreement. (b) On the Offer Commencement Date, the Company shall file with the SEC and beneficial holders disseminate to the Company Stockholders, in each case as and to the extent required by applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 8.6(e), describe and make the recommendations of Sharesthe Company Board that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9, if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall take all steps reasonably necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law. The Company shall include the opinion referred to in Section 5.24 in the Schedule 14D-9. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. The Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications; and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which the Company shall give reasonable and good faith consideration), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Subject to Section 1.2(b) below, Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby Board Recommendation (the "Transactions"as defined in Section 3.21), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of same day Parent and Sub first file the OfferSchedule 14D-1 with the SEC, the Company shall file with the Securities SEC and Exchange Commission (the "SEC") mail to its stockholders a --- Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing which shall comply in all material respects with the -------------- recommendation provisions of the applicable federal securities laws. Each of Company's Board of Directors described , Parent and Sub, with respect to information supplied by it for use in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and mailed to holders of shares of Company Common Stock to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall14D-9 shall contain the Company Board Recommendation recommending that the holders of shares of Company Common Stock accept the Offer, which recommendation shall not be withdrawn, amended, modified or materially qualified in all material respects, comply with a manner adverse to Parent (nor shall the requirements Board of the Exchange Act and the rules and regulations thereunder and other applicable lawsDirectors of Company publicly announce its intention to do so) except pursuant to Section 6.8(g) hereof. Merger Sub The Parent and its counsel shall be given an the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment amendments thereto prior to their being filed the filing thereof with the SEC. Company shall provide promptly the Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Sub may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. Company shall use its reasonable best efforts to provide Parent and its counsel with a reasonable opportunity to participate in all nonconfidential and substantive communications with the SEC and its staff, including any nonconfidential and substantive meetings and telephone conferences, relating to the 14D-9. (c) In connection with the OfferCompany shall promptly furnish, the Company will or cause its transfer agent to furnish promptly furnish, to Merger Parent or Sub a list, as of a recent date, list of the shareholders record holders of record shares of Shares Company Common Stock and their addresses, as well as mailing labels containing the names and addresses of all the record holders of Shares such shares, lists of any non-objecting beneficial owners of such shares and lists of security securities positions of Shares such shares held in stock depositories. The Company will , each as of the most recent practicable date, and shall furnish Merger Parent or Sub with such additional information (includinginformation, but not limited to, including updated lists of holders of Shares and their addressessuch shares, mailing labels and lists of security securities positions) , and such other assistance as Parent or Merger Parent, Sub or their agents may reasonably request in communicating for the purpose of disseminating the Offer to Documents and communicating with the record and beneficial holders of Sharesshares of Company Common Stock with respect thereto.

Company Action. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities SEC on or prior to the fifth (5th) business day after the date on which Parent and Exchange Commission Merger Sub file the Offer Documents with the SEC (but in no event earlier than the "SEC"tenth (10th) business day after the date of this Agreement), a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all any amendments and or supplements thereto, and including the "exhibits thereto, the “Schedule 14D-9"”), which shall include the notice and other information required by Section 262(d)(2) containing the -------------- recommendation of the Company's Board DGCL such that the Schedule 14D-9 will constitute a valid notice of Directors described in appraisal rights under Section 1.2(a); provided, however, that if the Board of Directors 262(d)(2) of the DGCL and shall, subject to Section 6.2, include the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalRecommendation, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to its stockholders, in each case, as and to the extent required by Rule 14d-9 promulgated under applicable Law (including by setting the Exchange Act and any other applicable federal securities lawsStockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL). The Company agrees promptly to correct the Schedule 14d-9 shall14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Merger Sub, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in all material respectslight of the circumstances under which they were made, comply not misleading, and the Company further agrees to cause the Schedule 14D-9 as so amended or supplemented to be filed with the requirements SEC and disseminated to its stockholders as and to the extent required by the Securities Laws. Unless the board of directors of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel Company has effected a Change of Recommendation, Parent shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment amendments or supplements thereto prior to their being before they are filed with the SEC. (c) In connection with SEC or disseminated to the OfferCompany’s stockholders, and the Company will cause its transfer agent shall give due consideration to furnish promptly to Merger Sub a listall the reasonable additions, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositoriesdeletions or changes suggested thereto by Parent. The Company will furnish Merger Sub shall respond as promptly as reasonably practicable to any comments received from the SEC with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer respect to the record Schedule 14D-9 and, unless the board of directors of the Company has effected a Change of Recommendation, shall provide copies of such comments to Parent promptly upon receipt, shall provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and beneficial holders of Sharesdissemination to the Company’s stockholders to allow for review and prompt comment by Parent and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directorsthe Board, at a meeting duly called and held on January 14February 25, 19981996, has (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offertransactions contemplated hereby, including the Offer and the Merger and the other transactions contemplated hereby (the "TransactionsTRANSACTIONS"), and (ii) ------------ unanimously recommended that the shareholders stockholders of the Company accept the Offer and approve and adopt this Agreement. Agreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, subject to the second sentence of Section 5.02(a). (b) On As soon as practicable on the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, 1.02(a) and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and any other applicable federal securities laws. The Schedule 14d-9 shall, 14D-9 will comply in all other material respects, comply respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder and other applicable federal securities laws. The Company, Parent and Merger Sub and its counsel shall be given an opportunity agree to review and comment on correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and any amendment thereto prior the Company further agrees to their being take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SECSEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, the The Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as with mailing labels containing the names and addresses of all record holders of Shares and lists of with security positions position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will shall furnish Merger Sub with such additional information (information, including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.without 2

Company Action. (a) The Subject to the terms of this Agreement, the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that Tender Offer. Concurrently with the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests filing of the Company and its shareholders and unanimously approved and adopted this Agreement and the OfferSchedule TO, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offeror as soon as practicable thereafter, the Company shall file with the Securities SEC and Exchange Commission (mail to the "SEC") holders of the Shares a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments exhibits, amendments, and supplements thereto, the "Schedule 14D-9"). Subject to Section 6.02 of this Agreement, the Schedule 14D-9 shall set forth, and the Company hereby represents to Parent, that (a) containing the -------------- recommendation Board of Directors of the Company's Board of Directors described , at a meeting duly held or pursuant to unanimous written action, has made the determination and adopted the resolutions referred to in Section 1.2(athe fourth recital to this Agreement and (b) Seven Hills Partners LLC, as financial advisor to the Company (the "Financial Advisor"); provided, however, that if has executed and delivered to the Board of Directors of the Company determines its written opinion that as of the date hereof the Offer Price in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely cash to be received by the holders of the Shares in the Tender Offer and Merger is fair, from a financial point of view, to such holders. Parent shall promptly furnish to Company all information concerning Parent and Sub and their stockholders or stockholder that may be required or reasonably requested by Company in order for its members to comply connection with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment the preparation of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate represents and warrants that the Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws, shall contain the recommendation referred to in the fourth recital to this Agreement and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Sub, as the case may be, in writing for inclusion in the Schedule 14D-9. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to the holders of the Shares, in each case, as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company agrees to promptly correct, update and otherwise change any information used in the Schedule 14d-9 shall14D-9 if and to the extent that such information shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company further agrees to take all material respectssteps necessary to cause the Schedule 14D-9 as so corrected, comply updated and changed to be filed with the requirements SEC and to be disseminated to holders of the Exchange Act Shares, in each case as and to the rules and regulations thereunder and other extent required by applicable federal securities laws. Merger Parent, Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the initial Schedule 14D-9 and any amendment thereto prior to their being before the initial Schedule 14D-9 is filed with the SEC. (c) SEC and Company shall consider such comments in good faith for incorporation into the Schedule 14D-9. In connection with the Offeraddition, the Company will cause its transfer agent agrees to furnish promptly to Merger provide Parent, Sub a list, as of a recent date, of the shareholders of record of Shares and their addressescounsel with any comments or other communications, as well as mailing labels containing including copies of any written responses and telephonic notification of any verbal responses, that the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub or its counsel may receive from time to time from the SEC or its staff with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer respect to the record Schedule 14D-9 promptly after the receipt of such comments or other communications and beneficial holders of Sharesto consult with Parent and its counsel, and Sub and its counsel, prior to responding to any such comments or other communications.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger. The Company shall file with the SEC, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On on or as soon as practicable after the date of the commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any supplements or amendments and supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation recommendations of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faithfavor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, taking into consideration including the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalMerger, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder to be included in the Schedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and other on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Merger Sub Each of the Company, Parent and its Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. Parent, Purchaser and their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and and, unless Parent shall take any amendment action permitted by Section 6.3, any amendments thereto prior to their being filed the filing thereof with the SEC. The Company agrees to provide Parent and its counsel any comments the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (cb) In connection with the Offer, the Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a listParent and Purchaser with mailing labels, as of a recent datesecurity position listings, of the shareholders of record of Shares any non-objecting beneficial owner lists and their addresses, as well as mailing labels all available listings or computer files containing the names and addresses of all the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positionsnon-objecting beneficial owner’s lists) and such other assistance as Parent or Merger Sub and Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of and this Agreement, subject to Section 6.3(c). The Company further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On Promptly following the date of commencement filing of the OfferSchedule TO by Merger Sub, the Company shall file with the Securities SEC and Exchange Commission (disseminate to the "SEC") Company Stockholders a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all amendments and supplements thereto, the "Schedule 14D-9") containing (i) except as provided in Section 6.3(c), the -------------- recommendation Company Board Recommendation, (ii) the notice and other information required by Section 262(d)(2) of the Company's Board DGCL, such that the Schedule 14D-9 will constitute a valid notice of Directors described appraisal rights under Section 262(d)(2) of the DGCL, and (iii) the opinion of the financial advisors referenced in Section 1.2(a); provided, however, that if the Board of Directors 5.23 and a fair summary of the Company determines financial analysis conducted by such financial advisor in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply accordance with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreementall Applicable Law. The Company shall disseminate use its reasonable best efforts to cause the Schedule 14D-9 to be filed with the extent required by Rule 14d-9 promulgated under SEC on the Exchange Act same day as the Schedule TO shall be filed with the SEC, and in any other event cause it to be filed no later than two (2) Business Days thereafter. The Company shall cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the federal securities laws. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 that shall have become inaccurate or misleading in any material respect, and the Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to Company Stockholders, in each case in all material respects, comply with the requirements respects as required by applicable federal securities laws; provided that any such filing or dissemination of the Exchange Act and corrected Schedule 14D-9 shall not, without the rules and regulations thereunder and other applicable lawsprior written consent of Parent, waive, extend or restart the notice period for purposes of Section 262(d)(2) of the DGCL. Parent or Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. The Company shall give Parent, Merger Sub, and their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC and shall give reasonable and good faith consideration to any comments made by the Parent and Merger Sub and their counsel. In addition, the Company agrees to (i) provide Parent, Merger Sub and their counsel with any written comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) unless there has been a Change of Recommendation, provide Parent, Merger Sub and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change of Recommendation, provide Parent, Merger Sub and their counsel reasonable opportunity to review and comment on any written response to such comments or any proposed amendment to the Schedule 14D-9 prior to the filing thereof with the SEC. The Company shall use reasonable best efforts to respond promptly to any such SEC comments. (c) In connection with the Offer, the Company will shall within two (2) Business Days after the date hereof, furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders Company Stockholders and with security position listings of Shares and lists shares of security positions of Shares Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock. The Company will shall use its reasonable best efforts to promptly furnish or cause to be furnished to Merger Sub with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to Company Stockholders as Parent or Merger Sub or their agents may reasonably request in communicating request, all at Parent’s expense. Subject to the requirements of Applicable Law and the rules of NYSE MKT, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the transactions contemplated by this Agreement, including the Offer and the Merger (collectively, the Transactions). If the Offer is terminated or if this Agreement shall be terminated, Merger Sub and Parent will promptly deliver and cause their Representatives to deliver to the record Company or destroy (and beneficial holders delete electronic copies of) all copies, summaries and extracts of Sharessuch information then in their possession or control. The term Representatives means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or representatives of a party. (d) The Company shall register (and shall instruct its transfer agent to register) the transfer of the shares of Company Common Stock accepted for payment by Merger Sub effective immediately after the Acceptance Date.

Company Action. (a) The Subject to the terms of this Agreement, the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that Tender Offer. Concurrently with the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests filing of the Company and its shareholders and unanimously approved and adopted this Agreement and the OfferSchedule TO, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offeror as soon as practicable thereafter, the Company shall file with the Securities SEC and Exchange Commission (mail to the "SEC") holders of the Shares a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments exhibits, amendments, and supplements thereto, the "“Schedule 14D-9"”). Subject to Section 6.02 of this Agreement, the Schedule 14D-9 shall set forth, and the Company hereby represents to Parent, that (a) containing the -------------- recommendation Board of Directors of the Company's Board of Directors described , at a meeting duly held or pursuant to unanimous written action, has made the determination and adopted the resolutions referred to in Section 1.2(athe fourth recital to this Agreement and (b) Seven Hills Partners LLC, as financial advisor to the Company (the “Financial Advisor”); provided, however, that if has executed and delivered to the Board of Directors of the Company determines its written opinion that as of the date hereof the Offer Price in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely cash to be received by the holders of the Shares in the Tender Offer and Merger is fair, from a financial point of view, to such holders. Parent shall promptly furnish to Company all information concerning Parent and Sub and their stockholders or stockholder that may be required or reasonably requested by Company in order for its members to comply connection with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment the preparation of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate represents and warrants that the Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities laws, shall contain the recommendation referred to in the fourth recital to this Agreement and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Sub, as the case may be, in writing for inclusion in the Schedule 14D-9. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to the holders of the Shares, in each case, as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Company agrees to promptly correct, update and otherwise change any information used in the Schedule 14d-9 shall14D-9 if and to the extent that such information shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company further agrees to take all material respectssteps necessary to cause the Schedule 14D-9 as so corrected, comply updated and changed to be filed with the requirements SEC and to be disseminated to holders of the Exchange Act Shares, in each case as and to the rules and regulations thereunder and other extent required by applicable federal securities laws. Merger Parent, Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the initial Schedule 14D-9 and any amendment thereto prior to their being before the initial Schedule 14D-9 is filed with the SEC. (c) SEC and Company shall consider such comments in good faith for incorporation into the Schedule 14D-9. In connection with the Offeraddition, the Company will cause its transfer agent agrees to furnish promptly to Merger provide Parent, Sub a list, as of a recent date, of the shareholders of record of Shares and their addressescounsel with any comments or other communications, as well as mailing labels containing including copies of any written responses and telephonic notification of any verbal responses, that the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub or its counsel may receive from time to time from the SEC or its staff with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer respect to the record Schedule 14D-9 promptly after the receipt of such comments or other communications and beneficial holders of Sharesto consult with Parent and its counsel, and Sub and its counsel, prior to responding to any such comments or other communications.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (SEC, on the "same day the Offer Documents are filed with the SEC") , a --- Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to ‎Section 6.02(e) contains the -------------- recommendation of the Company Board that the Company's ’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board of Directors described in Section 1.2(aRecommendation”); provided, however, that if the Board of Directors fairness opinions of the Company determines Company’s financial advisors referenced in -------- ------- good faith, taking into consideration ‎Section 4.21 and the advice notice and other information required by Section 262(d)(2) of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalCorporation Law, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall as promptly as practicable disseminate the Schedule 14D-9 to the holders of Shares as and to the extent required by Rule 14d-9 promulgated under applicable Law, including by setting the Exchange Act and any other applicable federal securities lawsStockholder List Date (as defined in ‎Section 1.02(b) below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Corporation Law. The Company shall cause the Schedule 14d-9 shall, 14D-9 to comply as to form in all material respects, comply respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the Exchange Act Company all information concerning Parent and Merger Sub that may be required by applicable Law or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the parties agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and regulations thereunder disseminated to the holders of Shares, in each case as and other to the extent required by applicable lawsLaw. The Company shall provide Parent, Merger Sub and their counsel in writing with any written comments (and shall orally describe any oral comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall be given an provide Parent and Merger Sub with a reasonable opportunity to review and comment on the such Schedule 14D-9 or response, and the Company shall give reasonable consideration to any amendment thereto prior comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to their being filed with the SECrespond promptly to any such SEC comments. (cb) In connection with The Company shall reasonably promptly after the OfferAgreement Date provide to Parent, the Company will or cause its transfer agent to furnish promptly be provided to Merger Sub Parent, a list, as of a recent date, list of the shareholders of record holders of Shares and their addresses, as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will , in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub Parent with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Parent or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and, subject to Section 7.3(c), the inclusion in the Offer Documents of the Company Board Recommendation, as it may be amended, modified or withdrawn in accordance with this Agreement. As promptly as practicable after the date hereof (but in no event more than five (5) Business Days after the date of this Agreement), the Company shall furnish Parent and represents that Merger Sub with a list of its Board stockholders available to it as well as, to the extent in the Company’s possession or reasonably available to and attainable to the Company in such five (5) Business Day period, security position listings, nonobjecting beneficial owner lists and any other available listing or computer file containing the names and addresses of Directorsall record holders or beneficial owners of Shares and lists of securities positions of Shares held in stock depositories, at a meeting duly called in each case, as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and held on January 14Schedule 14D-9 are first disseminated, 1998the “Stockholder List Date”), and shall use reasonable best efforts to promptly provide to Parent such additional information (iincluding updated lists of stockholders and listings or filings of securities positions) unanimously determined that and such other assistance as Parent, Merger Sub, or their respective Representatives may reasonably request in connection with the Offer. Subject to the requirements of applicable Law, and except as may be reasonably necessary or appropriate to disseminate the Offer Documents and any other documents reasonably necessary or appropriate in connection with the transactions contemplated by this Agreement, including without limitation Parent and Merger Sub shall keep confidential and not disclose the information contained in any such lists, listings and files, and shall use such information only in connection with the Offer and the MergerMerger and, are fair if this Agreement shall be terminated in accordance with its terms, shall return to and in the best interests of the Company or destroy (at Parent and its shareholders and unanimously approved and adopted this Agreement and Merger Sub’s sole option) all copies of such information then in their possession or control, in each case, in accordance with the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Confidentiality Agreement. (b) On The Company shall (x) substantially concurrently with the date of commencement filing of the OfferOffer Documents on the Offer Commencement Date, the Company shall file with the Securities and Exchange Commission (SEC the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 that, subject to the right of the Company Board to effect a Company Board Recommendation Change pursuant to Section 7.3(c), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL and (together with all amendments and supplements theretoy) promptly following the Offer Commencement Date, disseminate or cause to be mailed to holders of Shares the "Schedule 14D-9", in each case of clauses (x) containing and (y), as and to the -------------- recommendation extent required by applicable federal securities Laws or any other applicable Law. The Schedule 14D-9 shall also include the notice of appraisal required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion of the Company's Board of Directors described ’s financial advisor referenced in Section 1.2(a5.3(c). The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and all other applicable Laws. Each of the Company, Merger Sub and Parent agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law or to correct any material omission therefrom; provided, however, that if the Board of Directors of no covenant is made by the Company determines with respect to such information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case, to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and laws or the rules and regulations thereunder and other applicable lawsof Nasdaq, in each case, as soon as reasonably practicable. Except with respect to any amendments filed after a Company Board Recommendation Change Parent or in connection with any disclosures made in compliance with Section 7.3, Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable), and the Company shall give reasonable and good faith consideration to any comments made by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub and their counsel. Except with respect to any amendments filed after a Company Board Recommendation Change or in connection with any disclosures made in compliance with Section 7.3, the Company shall provide Parent, Merger Sub and their counsel with (i) any written comments or other written communications (and a summary of all substantive oral comments or communications) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review and comment on such comments and to provide comments to the Company on that response as soon as reasonably practicable (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) . The Company shall respond promptly to any comments of the SEC or its Staff with respect to the Schedule 14D-9. In addition, in connection with the Offer, the Company will shall cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Employee Plan, and to permit such holders of Shares to tender such Shares in the Offer, to the extent permitted by applicable Law and the applicable Employee Plan. (c) The Company shall register (and shall cause its transfer agent to furnish promptly to register) the transfer of Shares accepted for payment by Merger Sub a list, as of a recent date, of pursuant to Section 2.1(e) effective immediately after the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of SharesAcceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors, at a meeting duly called and held on January 14December 16, 19981996, by a unanimous vote of the directors present, (i) unanimously determined that this Agreement and the transactions contemplated by this Agreementhereby, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously stockholders of the Company, (ii) approved and adopted this Agreement and the Offertransactions contemplated hereby, including the Merger Offer and the other transactions contemplated hereby (the "Transactions")Merger, and (iiiii) ------------ unanimously recommended resolved to recommend that the shareholders stockholders of the Company accept the Offer Offer, tender their Shares thereunder to Purchaser Sub and, if required by applicable law, approve and adopt this AgreementAgreement and the Merger. Subject to the fiduciary duties of the Board under applicable law (as determined in good faith after consultation with independent counsel), the Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board described in this Section 1.2(a). (b) On As soon as practicable on or prior to the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "Schedule 14D-9") containing and shall mail the -------------- recommendation Schedule 14D-9 to the stockholders of the Company's Company promptly after the commencement of the Offer. The Schedule 14D-9 shall, subject to the fiduciary duties of the Board of Directors under applicable law (as determined in good faith after consultation with independent counsel), at all times contain the determinations, approvals and recommendations described in Section 1.2(a); provided. Purchaser, however, that if the Board of Directors of Purchaser Sub and the Company determines each agrees promptly to correct any information provided by it for use in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shallPurchaser, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Purchaser Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed its filing with the SEC. (c) In connection SEC and shall be provided with the Offer, any comments the Company will cause and its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of counsel may receive from the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub SEC or its staff with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer respect to the record and beneficial holders Schedule 14D-9 promptly after receipt of Sharessuch comments.

Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of and this Agreement, subject to Section 6.3(e). The Company hereby further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On Concurrently with the filing of the Schedule TO with the SEC on the date of commencement of the OfferOffer is commenced, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "“Schedule 14D-9"”) containing containing, except as provided in Section 6.3(e), the -------------- recommendation Company Board Recommendation. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be prepared and filed with the SEC and disseminated to the shareholders of the Company's Board of Directors described , in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, each case as and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act. The Company shall cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of federal securities laws. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to correct promptly any other information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by Applicable Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to Company Shareholders, in each case in all material respects as required by applicable federal securities laws. Parent or Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. The Schedule 14d-9 shallCompany shall give Parent, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being before it is filed with the SEC. In addition, the Company agrees to (i) provide Parent, Merger Sub and their counsel with any written comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (ii) provide Parent, Merger Sub and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders Company Shareholders and with security position listings of Shares and lists shares of security positions of Shares Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock. The Company will shall use its reasonable best efforts to promptly furnish or cause to be furnished to Merger Sub with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesshareholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to Company Shareholders as Parent or Merger Sub or their agents may reasonably request in communicating request, all at Parent’s expense. Subject to the requirements of Applicable Law, including the rules of NASDAQ, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the transactions contemplated by this Agreement, including the Offer and the Merger (collectively, the “Transactions”). If the Offer is terminated or if this Agreement shall be terminated, Merger Sub and Parent will promptly deliver and cause their Representatives to deliver to the record Company (and beneficial holders delete electronic copies of) all copies, summaries and extracts of Sharessuch information then in their possession or control. The term “Representatives” means the officers, directors, authorized employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or representatives of a party.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (SEC, as promptly as reasonably practicable on the "date the Offer Documents are filed with the SEC") , a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.2, contains the -------------- recommendation Company Board Recommendation, the fairness opinion of the Company's Board of Directors described ’s financial advisor referenced in Section 1.2(a); provided, however, that if 4.18 and the Board of Directors information required by Section 262(d)(2) of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, DGCL such that the amendment or withdrawal Schedule 14D-9 constitutes a notice of such recommendation is likely to be required in order for its members to comply with their fiduciary duties appraisal rights under applicable law, then any such amendment or withdrawal, and any related amendment Section 262(d)(2) of the Schedule 14D-9, shall not constitute a breach of this AgreementDGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly disseminate the Schedule 14D-9 to the holders of Shares as and to the extent required by Rule 14d-9 promulgated under applicable Law, including by setting the Exchange Act and any other applicable federal securities lawsStockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL; provided that such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first mailed. The Company hereby, absent a Change of Recommendation, consents to the inclusion of a copy of the Schedule 14d-9 14D-9, including the Company Board Recommendation if contained therein, with the Offer Documents mailed or furnished to the holders of Shares. Parent and Merger Sub shall, in all material respectsabsent a Change of Board Recommendation, comply disseminate a copy of the Schedule 14D-9 with the requirements Offer Documents mailed or furnished to the holders of Shares. Parent and Merger Sub shall furnish promptly to the Company all information concerning Parent and Merger Sub reasonably requested by the Company or required by applicable Law to be set forth in the Schedule 14D-9. Each of the Exchange Act Parties agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become aware that such information has become false or misleading in any material respect, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and regulations thereunder disseminated to the holders of Shares, in each case as and other to the extent required by applicable lawsLaw. The Company shall (i) provide Parent, Merger Sub and their counsel with a copy of any written comments (and a description of any oral comments) that the Company or its counsel shall be given an may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, (ii) prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9, provide Parent and Merger Sub with a reasonable opportunity to review and comment on the such Schedule 14D-9 or response, and give reasonable consideration to any amendment thereto prior comments provided by Parent or Merger Sub, and (iii) promptly provide Parent and Merger Sub with copies of any responses to their being filed with any such comments. The Company shall use reasonable best efforts to respond promptly to any such comments of the SECSEC or its staff. (cb) In connection with The Company shall reasonably promptly after the Offerdate hereof provide to Parent, the Company will or cause its transfer agent to furnish promptly be provided to Merger Sub Parent, a list, as of a recent date, list of the shareholders of record holders of Shares and their addresses, as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will , in each case accurate and complete as of the most recent practicable date, and shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of the record and beneficial holders of Shares and their addressesShares, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating order to communicate the Offer to the record and beneficial holders of SharesShares (the date of the list used by Parent to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). In addition, in connection with the Offer, the Company shall, and shall use its commercially reasonable efforts to cause third parties to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to the holders of Shares held in or subject to the Company Equity Plans and to permit such holders of Shares to tender their Shares into the Offer. Except as required by applicable Law or as necessary to communicate regarding the Offer and the Merger with the holders of Shares (including by disseminating the Offer Documents), Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall destroy, and shall use their reasonable best efforts to cause their Representatives to destroy, all copies of such information, labels, listings and files, and any abstracts or summaries from such information, then in their possession or in the possession of their Representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Subject to Section 5.08, the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On the date of commencement of the OfferOffer Documents are filed with the SEC or as soon as reasonably practicable (and, in any event, within two (2) Business Days) thereafter, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) and a Transaction Statement on Schedule 13E-3 with respect to the Transactions (together with all amendments and supplements thereto, the “Schedule 13E-3”) containing the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent and Schedule 13E-3 as required by Rule 14d-9 and Rule 13e-3, respectively, promulgated under the Exchange Act and any other applicable federal securities laws with the Offer Documents. Parent and Purchaser shall promptly furnish to the Company all information concerning Parent and Purchaser that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 and/or Schedule 13E-3. The Company, Parent and Purchaser will correct promptly any information provided by any of them for use in the Schedule 14D-9 and/or Schedule 13E-3 that shall have become false or misleading, and the Company will take all steps necessary to cause the Schedule 14D-9 and/or Schedule 13E-3, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Company shall give Parent and its counsel shall be given an a reasonable opportunity to review and comment on upon the Schedule 14D-9 and/or Schedule 13E-3 and any amendment all amendments and supplements thereto prior to their being filed filing with the SEC. (c) In connection with the Offer, the The Company will shall cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser with mailing labels or electronic files containing the names and addresses of all record holders of Shares and lists of with security positions position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company will shall furnish Merger Sub Purchaser with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesthe Company’s stockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Shares, as Parent or Merger Sub or their agents Purchaser may reasonably request in communicating request, all at Purchaser’s expense. The Company, Parent and Purchaser agree to disseminate the Offer Documents, the Schedule 13E-3 and the Schedule 14D-9 to the record and beneficial holders of SharesShares together in the same mailing or other form of distribution. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall treat the information contained in such labels, listings and files as “Information” pursuant to the Confidentiality Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other Option Agreement and represents that the Board of Directors of the Company has, by a vote of all directors at a meeting duly called and held, unanimously (i) determined that each of the Offer and the Merger is fair to, and in the best interests of, the stockholders of the Company, (ii) approved and adopted the Option Agreement and this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, (iii) recommended acceptance of the "Transactions")Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company, and (iiiv) ------------ unanimously recommended taken all action necessary to render Section 203 of the Delaware Law and other state takeover statutes inapplicable to the Offer, the Merger and the Option Agreement. The Company further represents that Advest, Inc. has rendered to the shareholders Board of Directors of the Company accept its opinion that the consideration to be received by the stockholders of the Company pursuant to the Offer and adopt this Agreementthe Merger is fair to such stockholders from a financial point of view. (b) On the date of commencement of the OfferThe Company agrees to promptly prepare, the Company shall and after review by Purchaser, file with the Securities Commission on the same date the Offer Documents are filed with the Commission and Exchange Commission (the "SEC") to mail to its stockholders a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely ) hereof and to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent as required by Rule 14d-9 promulgated under the Exchange Act Act. The Company agrees to provide Parent and its counsel with any comments that the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate, including by way of discussion with the Commission or its staff, in the response of the Company to such comments. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities laws. The Schedule 14d-9 shall; PROVIDED, in all material respectsHOWEVER, comply with that subject to the requirements provisions of Article 8, such recommendation may be withdrawn, modified or amended to the extent that the Board of Directors of the Exchange Act and Company deems it necessary to do so in the rules and regulations thereunder and other applicable laws. Merger Sub and exercise of its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their fiduciary duty after being filed with the SECso advised in writing by outside counsel. (c) In connection with the Offer, the The Company will cause its transfer agent to promptly furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser with mailing labels containing the names and addresses of all the record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will , each as of a recent date, and shall furnish Merger Sub Purchaser with such additional information (includinginformation, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) , and such other assistance as Parent Purchaser or Merger Sub its agents or their agents representatives may reasonably request in communicating connection with the Offer. The Company has been advised that each of its directors intends to tender pursuant to the Offer to the all shares of Common Stock owned of record and beneficial holders of Sharesor beneficially by him or her.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (SEC, on the "same day the Offer Documents are filed with the SEC") , a --- Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.02(e) contains the -------------- recommendation of the Company Board that the Company's ’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”), the fairness opinions of Directors described the Company’s financial advisors referenced in Section 1.2(a); provided, however, that if 4.21 and the Board of Directors notice and other information required by Section 262(d)(2) of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalCorporation Law, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall as promptly as practicable disseminate the Schedule 14D-9 to the holders of Shares as and to the extent required by Rule 14d-9 promulgated under applicable Law, including by setting the Exchange Act and any other applicable federal securities lawsStockholder List Date (as defined in Section 1.02(b) below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Corporation Law. The Company shall cause the Schedule 14d-9 shall, 14D-9 to comply as to form in all material respects, comply respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the Exchange Act Company all information concerning Parent and Merger Sub that may be required by applicable Law or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the parties agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the rules Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and regulations thereunder disseminated to the holders of Shares, in each case as and other to the extent required by applicable lawsLaw. The Company shall provide Parent, Merger Sub and their counsel in writing with any written comments (and shall orally describe any oral comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall be given an provide Parent and Merger Sub with a reasonable opportunity to review and comment on the such Schedule 14D-9 or response, and the Company shall give reasonable consideration to any amendment thereto prior comments provided by Parent or Merger Sub. The Company shall use reasonable best efforts to their being filed with the SECrespond promptly to any such SEC comments. (cb) In connection with The Company shall reasonably promptly after the OfferAgreement Date provide to Parent, the Company will or cause its transfer agent to furnish promptly be provided to Merger Sub Parent, a list, as of a recent date, list of the shareholders of record holders of Shares and their addresses, as well as mailing labels and any available listing or computer file containing the names and addresses of all record and beneficial holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will , in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub Parent with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares, mailing labels and lists of securities positions) as Parent or its agents may reasonably request in order to communicate the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Except as required by applicable Law, and except as necessary to communicate regarding the Offer and the Merger with the holders of Shares, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of such information, labels, listings and files then in their possession or in the possession of their representatives. (c) The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, has unanimously (i) unanimously determined that this Agreement and the transactions contemplated by this Agreementhereby, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders shareholders, (ii) adopted and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions")hereby, and (ii) ------------ unanimously recommended that the shareholders of the Company accept including the Offer and adopt the Merger, in accordance with the requirements of the VSCA and (iii) subject to Section 6.4, resolved to recommend acceptance of the Offer and approval and adoption of this AgreementAgreement and the Merger by its shareholders. The Company has been advised that all of its directors and executive officers who own shares of Company Common Stock intend either to tender their shares of Company Common Stock pursuant to the Offer or to vote in favor of the Merger. The Company shall promptly furnish Parent with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with disseminating the Offer Documents to the Company’s shareholders. (b) On As soon as practicable on the date of commencement of day that the OfferOffer is commenced, the Company shall file with the Securities SEC and Exchange Commission (disseminate to holders of shares of Company Common Stock, in each case as and to the "SEC") extent required by applicable U.S. federal securities laws, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.4, shall reflect the -------------- recommendation recommendations of the Company's ’s Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors referred to above. Each of the Company determines Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, 14D-9 if and to the extent that it shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and laws or the rules and or regulations thereunder and other applicable lawsof Nasdaq. Merger Sub Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any amendment thereto prior comments made by Parent, Merger Sub and their counsel. The Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to their being filed time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) In connection with Prior to the OfferExpiration Date, the Company will cause its transfer agent Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) shall take all such actions as may be required to furnish promptly to Merger Sub a listapprove or ratify, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of a recent Rule 14d-10(d)(2) under the Exchange Act, any and all Compensation Actions taken since March 1, 2006 (such date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions“Specified Date”) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer prior to the record and beneficial holders of SharesExpiration Date that have not already been so approved or ratified.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directorsand, at a meeting duly called and held on January 14subject to Section 7.03(b), 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the OfferBoard Recommendation, the Merger and the other transactions contemplated hereby (the "Transactions")as it may be amended, and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file modified or withdrawn in accordance with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act promptly furnish Parent with a list of its stockholders and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will furnish Merger Sub with depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addresses, mailing labels stockholders and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. Subject to the requirements of Applicable Law, and except as may be reasonably necessary or appropriate to disseminate the Offer Documents and any other documents reasonably necessary or appropriate in connection with the transactions contemplated by this Agreement, Parent and Merger Sub shall keep confidential and not disclose the information contained in any such lists, labels, listings and files, and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated in accordance with its terms, shall return to the record Company or destroy all copies of such information then in their possession or control, in each case in accordance with the Confidentiality Agreement. (a) Promptly following the filing of the Offer Documents on the Offer Commencement Date, and beneficial as soon as practicable after the commencement of the Offer, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws or any other Applicable Law, the Schedule 14D-9 that, subject to Section 7.03(b), shall include the Company Board Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by the TBOC. The Schedule 14D-9 shall also contain the notice of appraisal required to be delivered by the Company under the TBOC at the time the Company first files the Schedule 14D-9 with the SEC. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall 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 Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of the NASDAQ, in each case as soon as reasonably practicable. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosure made in compliance with Section 7.03, the Company shall provide Parent, Merger Sub and their counsel with any written comments or other written communications (and a summary of all substantive oral comments or communications) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and a reasonable opportunity to review and comment on such comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any substantive discussions or meetings with the SEC. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (b) The Company shall register (and shall cause its transfer agent to register) the transfer of Shares accepted for payment by Merger Sub effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of DirectorsDirectors of the Company, at a meeting duly called and held on January 14held, 1998has, subject to the terms and conditions set forth in this Agreement, unanimously: (i) unanimously determined Determined that the transactions contemplated by this Agreement, including without limitation the Offer Agreement and the MergerTransactions are advisable, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted the Company Shareholders; (ii) Adopted this Agreement and the Transactions, in all respects, and such adoption constitutes adoption of the Transactions for purposes of the applicable provisions of the TBCA and the Company Rights Plan; and (iii) Resolved to recommend that the Company Shareholders accept the Offer, tender their shares of Company Common Stock in the Offer, and, to the extent required by applicable Law, approve the Merger and the other transactions contemplated hereby this Agreement (the "Transactions"“Company Recommendation”), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the The Company shall file with the Securities and Exchange Commission (SEC, on the "SEC") day that the Offer is commenced, a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of the Company's Board of Directors described in that, subject to Section 1.2(a5.3(b); provided, however, that if the Board of Directors of contains the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent Company Shareholders together with the Offer Documents as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsAct. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14d-9 shall14D-9 if and to the extent that it shall have become false or misleading in any material respect, in and the Company further agrees to take all material respects, comply steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the requirements of SEC and disseminated to the Exchange Act Company Shareholders to the extent required by applicable Law. Parent and Merger Sub shall as promptly as reasonably practicable furnish to the rules Company all information concerning Parent and regulations thereunder and other applicable lawsMerger Sub that is required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Parent, Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed sufficiently in advance of its filing with the SECSEC (including any amendments or supplements thereto). The Company shall provide Parent, Merger Sub and their counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or otherwise related to the Transactions promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC or its staff. (c) In connection with the Offer, the Company will shall promptly furnish (or cause its transfer agent to furnish promptly to furnish) Parent and Merger Sub a listwith mailing labels, as of a recent date, of the shareholders of record of Shares security position listings and their addresses, as well as mailing labels any available listing or computer files containing the names and addresses of all record holders the Company Shareholders, each as of Shares the most recent practicable date, and lists of security positions of Shares held in stock depositories. The Company will shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addressesthe Company Shareholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating order to communicate the Offer to the record Company Shareholders. Except as required by applicable Law, and beneficial holders except as necessary to communicate regarding the Transactions with the Company Shareholders, Parent and Merger Sub (and their respective Representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Transactions, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to be delivered to the Company or destroy all copies of Sharessuch information, labels, listings and files then in their possession or in the possession of their Representatives. (d) The Company shall as promptly as reasonably practicable furnish to Parent and Merger Sub all information concerning the Company that may be required or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents.

Company Action. (a) The Company hereby consents to and approves the Offer pursuant to the terms of and this Agreement. The Company hereby further consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents of such approval and of the Merger, are fair to determination and in the best interests recommendation of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby Board described in ‎Section 4.04(b) (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of including the Company accept the Offer and adopt this AgreementBoard Recommendation). The Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in ‎Section 7.03(b). (b) On As promptly as reasonably practicable, but no later than 10 business days (commencing with the first business day after the date of commencement of this Agreement), after the Offerdate hereof, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) containing containing, except as provided in ‎Section 7.03(b), the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of ‎Section 4.04(b) (including the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this AgreementBoard Recommendation). The Company shall disseminate promptly mail the Schedule 14D-9 to the extent holders of Company Shares together with the Offer Documents and shall use its reasonable best efforts to cause the Offer Documents to be disseminated in all material respects as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsLaws. The Company shall also include a notice, in compliance with Section 251(h) and Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL. The Company shall use its reasonable best efforts to cause the Schedule 14d-9 shall, 14D-9 to comply in all material respects, comply respects with the applicable requirements of federal securities Laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Exchange Act Schedule 14D-9 that shall have become false or misleading in any material respect, and the rules Company further agrees to use its reasonable best efforts to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and regulations thereunder disseminated to holders of Company Shares, in each case in all material respects as required by applicable federal securities Laws. Parent or Purchaser shall promptly furnish to the Company all information concerning Parent and other applicable lawsPurchaser that is required or reasonably requested by the Company in connection with its obligations relating to the Schedule 14D-9. Merger Sub The Company shall give Parent, Purchaser and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to (i) provide Parent, Purchaser and their counsel in writing with any written comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, (ii) use reasonable best efforts to provide Parent, Purchaser and their counsel a reasonably detailed description of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and (iii) unless there has been a Change in Recommendation, provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment thereto to the Schedule 14D-9 prior to their being filed the filing thereof with the SEC. (c) In connection with the Offer, the Company will shall promptly furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Purchaser mailing labels containing the names and addresses of all record holders of Company Shares and lists with security position listings of security positions of Company Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Company Shares. The Company will shall use its reasonable best efforts to promptly furnish Merger Sub with or cause to be furnished to Purchaser such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Company Shares as Parent or Merger Sub or their agents Purchaser may reasonably request in communicating request. Subject to the requirements of Law, including applicable stock exchange rules, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files and shall use such information only in connection with the Transactions. If the Offer is terminated or if this Agreement shall be terminated, Purchaser and Parent will promptly deliver and cause their Representatives to deliver to the record Company (and beneficial holders delete electronic copies of) all copies, summaries and extracts of Sharessuch information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents to As promptly as practicable on the date that the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that Documents are filed with the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferSEC, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of contains the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall promptly disseminate the Schedule 14D-9 to the extent Stockholders together with the Offer Documents as required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities lawsAct. The Company shall cause the Schedule 14d-9 shall, 14D-9 to comply in all material respects, comply respects with the requirements of the Exchange Act and Act, the rules and regulations thereunder thereunder, and other requirements of applicable lawsLaw. The Schedule 14D-9 will also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL in connection with a merger effected pursuant to Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the parties agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. The Company shall provide Parent, Merger Sub and their counsel with any comments (including a summary of oral comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall be given an provide Parent and Merger Sub with a reasonable opportunity to review and comment on the such Schedule 14D-9 or response, and the Company shall give reasonable consideration to any amendment thereto prior comments provided by Parent or Merger Sub. The Company shall use reasonable efforts to their being filed with the SECrespond promptly to any such SEC comments. (cb) In connection with The Company shall promptly after the Offerdate hereof provide to Parent, the Company will or cause its transfer agent to furnish promptly be provided to Merger Sub Parent, a list, as of a recent date, list of the shareholders of record of Shares and their addresses, Stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares Company Common Stock and lists of security securities positions of Shares Company Common Stock held in stock depositories. The Company will depositaries, in each case accurate and complete as of the most recent practicable date and shall promptly furnish Merger Sub with such additional information and assistance (including, but not limited to, including updated lists of holders of Shares and their addressesthe Stockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating connection with the Offer to Offer. Parent and Merger Sub and their agents shall treat the record information contained in any such labels, listings and beneficial holders files in accordance with the terms of Sharesthe Confidentiality Agreement.

Company Action. (a) The Subject to Section 6.02(c), the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents and the Merger, are fair to and in the best interests Parent Schedule 13E-3 of the Company and its shareholders and unanimously approved and adopted this Agreement Board Recommendation and the OfferCompany Special Committee Recommendation, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file as they may be amended or modified in accordance with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act promptly furnish Parent with a list of its stockholders, mailing labels and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will furnish Merger Sub with depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and disseminate to the record and beneficial holders of Shares, in each case as and to the extent required by applicable federal securities laws, the Schedule 14D-9 and the Company Schedule 13E-3 that, subject to Section 6.02(c), shall reflect the Company Board Recommendation and the Company Special Committee Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 and the Company Schedule 13E-3 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 and the Company Schedule 13E-3 with the SEC. Each of the Company, Parent and P▇▇▇▇▇▇▇▇ agrees promptly to correct any information provided by it for use in the Schedule 14D-9 and the Company Schedule 13E-3 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 and the Company Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and the Company Schedule 13E-3 each time before it is filed with the SEC, and the Company shall consider in good faith the comments made by Parent, Purchaser and their counsel. The Company shall, as promptly as practicable after the receipt of any comments or requests for additional information from the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, provide Parent, Purchaser and their counsel with copies of any written comments, and advise Parent, Purchaser and their counsel of any material or substantive oral comments, including any request from the SEC for amendments or supplements to the Schedule 14D-9 or the Company Schedule 13E-3, and shall provide Parent and Purchaser with copies of all material or substantive correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Offer, the Schedule 14D-9 and the Company Schedule 13E-3. The Company shall provide Parent and Purchaser a reasonable opportunity to participate with the Company in any material or substantive meeting or discussion with the SEC in respect of the Offer, the Schedule 14D-9 or the Company Schedule 13E-3.

Company Action. (a) The Subject to Section 6.02(b), the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer Documents and the Merger, are fair to and in the best interests Parent Schedule 13E-3 of the Company and its shareholders and unanimously approved and adopted this Agreement Board Recommendation and the OfferSpecial Committee Recommendation, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file as they may be amended or modified in accordance with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act promptly furnish Parent with a list of its stockholders, mailing labels and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels available listing or computer file containing the names and addresses of all record holders of Shares and lists of security securities positions of Shares held in stock depositories. The Company will furnish Merger Sub with depositories and all other information in the Company’s possession or control regarding the beneficial holders of Shares, in each case true and correct as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent such additional information (including, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating connection with the Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and disseminate to the record and beneficial holders of Shares, in each case as and to the extent required by applicable federal securities laws, the Schedule 14D-9 and the Company Schedule 13E-3 that, subject to Section 6.02(b), shall reflect the Company Board Recommendation and the Special Committee Recommendation, and shall set the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of Delaware Law. The Schedule 14D-9 and the Company Schedule 13E-3 shall also contain the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 and the Company Schedule 13E-3 with the SEC. Each of the Company, Parent and P▇▇▇▇▇▇▇▇ agrees promptly to correct any information provided by it for use in the Schedule 14D-9 and the Company Schedule 13E-3 if and to the extent that it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use reasonable best efforts to cause the Schedule 14D-9 and the Company Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws or the rules and regulations of Nasdaq. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and the Company Schedule 13E-3 each time before it is filed with the SEC, and the Company shall consider in good faith the comments made by Parent, Purchaser and their counsel. The Company shall, as promptly as practicable after the receipt of any comments or requests for additional information from the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, provide Parent, Purchaser and their counsel with copies of any written comments, and advise Parent, Purchaser and their counsel of any material or substantive oral comments, including any request from the SEC for amendments or supplements to the Schedule 14D-9 or the Company Schedule 13E-3, and shall provide Parent and Purchaser with copies of all material or substantive correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Offer, the Schedule 14D-9 and the Company Schedule 13E-3. The Company shall provide Parent and Purchaser a reasonable opportunity to participate with the Company in any material or substantive meeting or discussion with the SEC in respect of the Offer, the Schedule 14D-9 or the Company Schedule 13E-3.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held As soon as reasonably practicable on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9") ), containing the -------------- recommendation recommendations of the Company's Special Committee and the Board of Directors described in Section 1.2(a3.04(b); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act Act, and any other applicable federal securities lawsLaw. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14d-9 shall14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in all material respects, comply with each case as and to the requirements of the Exchange Act and the rules and regulations thereunder and other extent required by applicable lawsLaw. Merger Sub Parent and its counsel shall be given an the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed the filing thereof with the SEC. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company and its counsel shall provide Parent and its counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (cb) In connection with the OfferTransactions, the Company will shall furnish, or cause its transfer agent to furnish be furnished, Purchaser promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as with mailing labels containing the names and addresses of all the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security positions position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares held in stock depositories. The Company will Shares, and shall furnish Merger Sub with to Purchaser such additional information and assistance (including, but not limited to, including updated lists of holders of Shares shareholders, security position listings and their addresses, mailing labels and lists of security positionscomputer files) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record Company's shareholders. Subject to the requirements of applicable law, and beneficial holders of Sharesexcept for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer Amended Offer, and represents and warrants that it has complied with its Board of Directors, at a meeting duly called obligations to Tornante-MDP ▇▇▇ Holding LLC (“Tornante”) and held on January 14, 1998, Tornante-MDP ▇▇▇ Acquisition Corp. (i“Tornante Merger Sub”) unanimously determined that pursuant to the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests terms of the Company and its shareholders and unanimously approved and adopted this Agreement and Plan of Merger dated as of March 5, 2007 by and among the OfferCompany, the Tornante and Tornante Merger and the other transactions contemplated hereby Sub (the "Transactions"), and (ii“Prior Merger Agreement”) ------------ unanimously recommended that in connection with the shareholders termination of the Company accept the Offer and adopt this Prior Merger Agreement. (b) On the date of commencement of the Offer, the The Company shall hereby agrees to file with the Securities SEC, within two (2) business days (as defined in Rule 14d-1 under the Exchange Act) after the filing by Parent and Exchange Commission (Merger Sub of the "SEC") a --- Solicitation/Recommendation Statement on Schedule TO with respect to the Amended Offer, an amendment to the Schedule 14D-9 (together that will comply in all material respects with the provisions of all amendments and supplements thereto, the "applicable securities laws. The Schedule 14D-9") containing , as so amended, shall contain a statement that the -------------- recommendation board of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors directors of the Company determines in -------- ------- good faith, taking into consideration has previously deemed the advice Amended Offer to be a “Superior Proposal” for purposes of outside legal counsel, the Prior Merger Agreement and a statement that the amendment or withdrawal board of such recommendation is likely directors of the Company recommends to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalthe Company’s stockholders that they accept, and tender their Shares pursuant to, the Amended Offer. The Company shall promptly make any related amendment amendments or supplements to the Schedule 14D-9 as are required by applicable federal securities laws (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall not constitute a breach promptly notify the Company of this Agreement. The any required corrections of such information and shall cooperate with the Company with respect to correcting such information), and the Company shall disseminate take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed with the SEC and disseminated to holders of Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Parent and its counsel shall be given an a reasonable opportunity to review and comment on amendments to the Schedule 14D-9 and any amendment thereto prior relating to their being the Amended Offer before they are filed with the SEC. (c) In connection with the Amended Offer, the Company will cause its transfer agent to shall promptly upon execution of this Agreement furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as Parent with mailing labels containing the names and addresses of all record holders of Shares Shares, a non-objecting beneficial owners list and lists of security positions position listings of Shares held in stock depositories. The Company will , each as of a recent date, and shall promptly furnish Merger Sub Parent with such additional information (includinginformation, but not limited to, including updated lists of holders of Shares and their addressesstockholders, mailing labels and lists of security positions) position listings, and such other information and assistance as Parent or Merger Sub or their agents may reasonably request in for the purpose of communicating the Amended Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents reasonably necessary to consummate the Amended Offer or the Merger, Parent and Merger Sub shall, and shall cause their respective officers, employees, agents and representatives to, (i) hold in confidence all information that is provided by the Company pursuant to this Section 1.3(c), including, without limitation, all information contained in the mailing labels and beneficial owner lists provided by the Company pursuant to this Section 1.3(c), and (ii) use all such information solely in connection with the Amended Offer and the Merger. Without limiting the foregoing, if this Agreement is terminated or if the Amended Offer is otherwise terminated, Parent and Merger Sub shall, and shall cause their respective officers, employees, agents and representatives to, promptly destroy or cause to be destroyed or deliver or cause to be delivered to the Company copies of all of the information provided by the Company pursuant to this Section 1.3(c) that is then in the possession of Parent, Merger Sub or their respective officers, employees, agents and representatives.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger. The Company shall file with the SEC, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On on or as soon as practicable after the date of the commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any supplements or amendments and supplements thereto, the "Schedule SCHEDULE 14D-9") containing the -------------- recommendation recommendations of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faithfavor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, taking into consideration including the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawalMerger, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate promptly mail the Schedule 14D-9 to the extent stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder to be included in the Schedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and other on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Merger Sub Each of the Company, Parent and its Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. Parent, Purchaser and their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and and, unless Parent shall take any amendment action permitted by Section 6.3, any amendments thereto prior to their being filed the filing thereof with the SEC. The Company agrees to provide Parent and its counsel any comments the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (cb) In connection with the Offer, the Company will cause its transfer agent to shall promptly furnish promptly to Merger Sub a listParent and Purchaser with mailing labels, as of a recent datesecurity position listings, of the shareholders of record of Shares any non-objecting beneficial owner lists and their addresses, as well as mailing labels all available listings or computer files containing the names and addresses of all the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positionsnon-objecting beneficial owner's lists) and such other assistance as Parent or Merger Sub and Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Subject to Section 5.3, the Company hereby approves of and consents to the Offer and represents that its Board to the inclusion of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation Recommendation in the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementDocuments. (b) On the date of commencement of the Offer, the The Company shall file with the Securities SEC, concurrently with the filing by Parent and Exchange Commission (Merger Sub of the "SEC") Schedule TO with respect to the Offer, or as promptly as reasonably practicable thereafter, a --- Solicitation/Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that will comply in all material respects with the -------------- recommendation provisions of all applicable Federal securities Laws. The Company agrees to cause such Schedule 14D-9 to be disseminated to the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors stockholders of the Company determines in -------- ------- good faith, taking into consideration along with the advice Offer Documents promptly after the commencement of outside legal counsel, the Offer (provided that Parent and Merger Sub shall use commercially reasonable efforts to cause the amendment or withdrawal of such recommendation is likely Schedule 14D-9 to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawaldisseminated concurrently with, and in the same mailing envelope as, the Offer Documents, if requested by the Company). Subject to Section 5.3 and to any related amendment of Adverse Recommendation Change in accordance with this Agreement, the Schedule 14D-9, 14D-9 and the Offer Documents shall not constitute a breach of this Agreementcontain the Recommendation. The Company shall disseminate agrees to promptly correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect (and each of Parent and Merger Sub, with respect to written information supplied by it, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and promptly disseminated to the Company’s stockholders, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal Federal securities lawsLaws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being before it is filed with the SEC. The Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent and Merger Sub (in writing, if written), and consult with Parent and Merger Sub regarding, any comments (written or oral) that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent and Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on any proposed responses before they are filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. (c) In connection with the Offer, the Company will shall promptly furnish, or cause its transfer agent to furnish promptly to furnish, Parent and Merger Sub a listwith mailing labels, as of a recent datesecurity position listings, of the shareholders of record of Shares non-objecting beneficial owner lists and their addresses, as well as mailing labels all reasonably available listings and computer files containing the names and addresses of all the record holders of Shares the Common Stock as of the most recent practicable date and lists of security positions of Shares held in stock depositories. The Company will furnish shall furnish, or cause its transfer agent to furnish, Parent and Merger Sub with such additional available stockholder information and assistance (including, but not limited to, including updated lists of holders of Shares stockholders and their addresses, mailing labels and lists of security positionspositions and non-objecting beneficial owner lists as they become available) and such other assistance as Parent or and Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of SharesCommon Stock. In connection with the Offer, the Company shall furnish Parent with such information and assistance as Parent or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of the Offer and Offer Documents and communicating the Offer to the record and beneficial holders of shares of Common Stock, and Parent and Merger Sub shall furnish the Company with such information as the Company or its officers, employees, accountants, counsel and other representatives may reasonably request in connection with the preparation of the Schedule 14D-9 and communicating the Schedule 14D-9 to the record and beneficial holders of shares of Common Stock.

Company Action. (a) The Subject to Section 7.02, the Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation inclusion in the Offer and the Merger, are fair to and in the best interests Documents of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this AgreementBoard Recommendation. (b) On the date of commencement of the OfferOffer Documents are filed with the SEC, the Company shall file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments and supplements thereto, the "“Schedule 14D-9"”) and a Transaction Statement on Schedule 13E-3 with respect to the Transactions (together with all amendments and supplements thereto, the “Schedule 13E-3”) containing the -------------- recommendation of the Company's Company Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Recommendation and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent and Schedule 13E-3 as required by Rule 14d-9 and Rule 13e-3, respectively, promulgated under the Exchange Act and any other applicable federal securities lawslaws with the Offer Documents. The Company shall also include in the Schedule 14d-9 shall14D-9 the opinion of the Special Committee Financial Advisor described in Section 5.09, in its entirety, and a description of such opinion and the financial analysis relating thereto. Super ROI and Parent shall promptly furnish to the Company all information concerning Super ROI and Parent that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9 and/or Schedule 13E-3. The Company, Super ROI and Parent will correct promptly any information provided by any of them for use in the Schedule 14D-9 and/or Schedule 13E-3 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectsrespect, comply and the Company will take all steps necessary to cause the Schedule 14D-9 and/or Schedule 13E-3, as so corrected, to be filed with the requirements SEC and disseminated to holders of Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs), in each case as and to the Exchange Act and extent required by applicable federal securities laws or the rules and regulations thereunder and other applicable lawsof NYSE. Merger Sub The Company shall give Super ROI and its counsel shall be given an a reasonable opportunity to review and comment upon the Schedule 14D-9 and/or Schedule 13E-3 and all amendments and supplements thereto prior to their filing with the SEC. The Company shall provide Super ROI, Parent and their legal counsel with (i) any comments or other communications, whether written or oral, that the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 and/or Schedule 13E-3 promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give Super ROI, Parent and their legal counsel the opportunity to participate with the Company and its legal counsel in any substantive discussions or meetings with the SEC. Notwithstanding anything herein to the contrary, and subject to compliance with the terms of Section 7.02, in connection with any disclosure regarding a Change in the Company Recommendation, the Company shall not be required to provide Super ROI or Parent with the opportunity to review or comment on (or include comments proposed by Super ROI or Parent in) the Schedule 14D-9 and Schedule 13E-3, or any amendment thereto prior to their being filed or supplement thereto, or any comments thereon or any other filing by the Company with the SEC, with respect to such disclosure if and to the extent only that the Company has terminated this Agreement in accordance with Section 10.01. (c) In connection with the OfferThe Company shall, the Company will or shall cause its transfer agent to to, furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares Super ROI and their addresses, as well as Parent with mailing labels or electronic files containing the names and addresses of all record holders of Class A Ordinary Shares and lists of ADSs and with security positions position listings of Shares held in stock depositoriesclearing agency, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Class A Ordinary Shares and ADSs. The Company will shall furnish Merger Sub Parent with such additional information (includinginformation, but not limited to, including updated lists listings and computer files of holders of Shares and their addressesthe Company’s shareholders, mailing labels and lists of security positions) position listings, and such other assistance in disseminating the Offer Documents to holders of Class A Ordinary Shares and ADSs, as Super ROI or Parent or Merger Sub or their agents may reasonably request in communicating request, all at Super ROI’s expense. The Company, Super ROI and Parent agree to disseminate the Offer Documents, the Schedule 13E-3 and the Schedule 14D-9 to the record and beneficial holders of SharesClass A Ordinary Shares and ADSs together in the same mailing or other form of distribution. Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Super ROI and Parent shall keep the information contained in such labels, listings and files confidential.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the Offer, the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the OfferSchedule TO and the Offer Documents are filed with the SEC or as soon as practicable (but in any event no later than one (1) Business Day) thereafter, the Company shall shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the Securities and Exchange Commission (the "SEC") SEC a --- Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "“Schedule 14D-9"”) containing that, subject to and without limiting the -------------- recommendation rights of the Company's Company Board to effect a Change in Recommendation in accordance with Section 8.3, contain the Company Board Recommendation. The Company shall also include, and represents and warrants that it has obtained all necessary consents of Directors described the Financial Advisor to include, in Section 1.2(a)the Schedule 14D-9 the Financial Advisor Opinion in its entirety and a summary of the financial analysis conducted by the Financial Advisor. The Schedule 14D-9 shall comply in all material respects with the applicable provisions of the Exchange Act. The Company agrees to cause copies of the Schedule 14D-9 to be disseminated to holders of Shares as and to the extent required by the Exchange Act; provided, however, that if at the Board Company’s request, Parent and Purchaser shall, at their own expense, disseminate any such Schedule 14D-9 required to be disseminated to holders of Directors Common Shares, subject to the availability of the Schedule 14D-9 at the time Parent and Purchaser intend to disseminate the Offer Documents. The Company determines in -------- ------- good faith, taking into consideration and Parent shall cooperate to cause the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely Schedule 14D-9 to be required mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. The Company, Parent and Purchaser agree to promptly correct any information provided by such Party for use in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, if and to the extent that such information shall not constitute a breach of this Agreement. The have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company shall disseminate agrees to cause the Schedule 14D-9 14D-9, as so corrected, to be filed with the SEC and copies thereof disseminated to holders of Shares, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act applicable Law. Parent, Purchaser and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its their counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. In addition, the Company shall provide Parent, Purchaser and their counsel with copies of any written comments, and shall provide them a written summary of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review any such responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. (cb) In connection with Promptly after the Offer, date hereof (and in any event in sufficient time to permit Purchaser to commence the Company will cause its transfer agent to furnish promptly to Merger Sub Offer in a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positionstimely manner) and such other assistance otherwise from time to time as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the Company’s stockholders, the Company shall furnish or cause to be furnished to Purchaser, to the extent reasonably available to the Company, mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files containing the names and addresses of the record or beneficial owners of the Shares as of the most recent practicable date, and shall promptly furnish Purchaser with such information (including, to the extent reasonably available to the Company, updated lists of holders of the Shares and their addresses, mailing labels, security position listings and non-objecting beneficial owner lists). The Company shall provide such other assistance as Purchaser or its agents may reasonably request in communicating with the record and beneficial holders owners of Shares, in connection with the preparation and dissemination of the Schedule TO and the Offer Documents and the solicitation of tenders of Shares in the Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Purchaser shall keep confidential and not disclose the information contained in any such labels, lists, listings and files, in each case as required by the Confidentiality Agreement, shall use any such information only in connection with the Transactions pursuant to this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement. (c) To the extent permissible under applicable Law, the Company Board shall use its reasonable best efforts to take any action necessary to cause any Common Shares reserved for or otherwise subject to issuance (i) upon the exercise of outstanding Company Options to be canceled upon the Acceptance Time pursuant to Section 4.4(a), (ii) pursuant to the settlement of outstanding Company RSUs to be canceled upon the Acceptance Time pursuant to Section 4.4(b) and (iii) otherwise reserved for issuance pursuant to the Company Equity Plans, to be not so reserved or subject to issuance at and after the Acceptance Time. (d) The Company shall use its reasonable best efforts to register (and shall instruct its transfer agent to register) the transfer of Shares accepted for payment by Purchaser effective immediately after the Acceptance Time.

Company Action. (ai) The Company hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on January 14prior to the execution of this Agreement at which all directors of the Company were present, 1998, the Company’s Board of Directors duly and unanimously adopted resolutions (iA) unanimously determined declaring that the transactions contemplated by this Agreement, including without limitation the Offer Agreement and the MergerTransactions, are fair to and in the best interests of the Company Company’s shareholders, (B) approving and its shareholders and unanimously approved and adopted declaring advisable this Agreement and the Transactions and (C) recommending that the Company’s shareholders accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Merger and Offer and, if applicable, grant the other transactions contemplated hereby Company Shareholder Approval (collectively, the "Transactions"“Company Board Recommendation”), and . (ii) ------------ unanimously recommended The Company hereby consents to the inclusion of the foregoing determinations and approvals in the Offer Documents and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 6.3, the shareholders Company hereby consents to the inclusion of the Company accept Board Recommendation in the Offer Documents. The Company shall promptly furnish Parent with a list of its shareholders, mailing labels and adopt this any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Merger Sub shall treat the information contained in such labels, listing or files and any additional information referred to in the preceding sentence in accordance with the terms and conditions of the Confidentiality Agreement. (b) On As soon as practicable on the date of commencement of day that the OfferOffer is commenced, the Company shall file with the Securities SEC and Exchange Commission (disseminate to holders of shares of Company Common Stock, in each case, as and to the "SEC") extent required by applicable U.S. federal securities laws, a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 6.3, shall reflect the -------------- recommendation Company Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company's Board of Directors described , Parent and Merger Sub agrees promptly to correct any information provided by it for use in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, and any related amendment of the Schedule 14D-9, 14D-9 if and to the extent that it shall not constitute a breach of this Agreementhave become false or misleading in any material respect. The Company shall disseminate agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub Parent and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being each time before it is filed with the SEC. (c) In connection with the Offer, and the Company will cause its transfer agent shall give reasonable and good faith consideration to furnish promptly to any comments made by Parent, Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositoriescounsel. The Company will furnish shall promptly provide Parent, Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addressescounsel with (i) any comments or other communications, mailing labels and lists of security positions) and such other assistance as Parent whether written or Merger Sub oral, that the Company or their agents its counsel may reasonably request in communicating receive from time to time from the Offer SEC or its staff with respect to the record Schedule 14D-9 promptly after receipt of those comments or other communications, and beneficial holders of Shares(ii) a reasonable opportunity to participate in the Company’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the Offer Offer, and represents and warrants that its the Board of DirectorsDirectors of the Company, at a meeting duly called and held on January 14held, 1998has, subject to the terms and conditions set forth in this Agreement, unanimously (i) unanimously determined that approved and adopted this Agreement and declared this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement, including without limitation Agreement (the Offer and the Merger, are fair to “Transactions”) advisable and in the best interests of the Company Stockholders; (ii) taken all action necessary to render the restrictions on business combinations and its shareholders voting requirements contained in Section 203 of the DGCL, if applicable, inapplicable to each of the Offer and unanimously approved the Merger; and adopted (iii) resolved to recommend that the Company Stockholders accept the Offer, that the Company Stockholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Stockholders adopt this Agreement and the Offer, Merger to the Merger and the other transactions contemplated hereby extent required by applicable Law (the "Transactions"“Company Recommendation”), and (ii) ------------ unanimously recommended that . The Company consents to the shareholders inclusion of the Company accept Recommendation in the Offer and adopt this AgreementDocuments, subject to Section 5.02. (b) On the date of commencement of the OfferSubject to Section 5.02, the Company shall hereby agrees to file with the Securities and Exchange Commission (SEC, as promptly as practicable on the "SEC") day that the Offer is commenced, a --- Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all any amendments and or supplements thereto, the "“Schedule 14D-9"”) containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of contains the Company determines in -------- ------- good faith, taking into consideration Recommendation and cause the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment or withdrawal, Offer Documents and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to be disseminated to the Company Stockholders, as and to the extent required by Rule 14d-9 promulgated under the Exchange Act by, and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply accordance with the applicable requirements of the Exchange Act and the rules and regulations thereunder and other applicable lawsU.S. federal securities Laws. Parent, Merger Sub and its their counsel shall be given an reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment amendments thereto in advance of their filing with the SEC or dissemination to the Company Stockholders and the Company shall (i) provide Parent, Merger Sub and their counsels with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or the SEC Staff with respect to the Offer as promptly as practicable after the receipt thereof, (ii) consult in good faith with Parent, Merger Sub and their counsels prior to responding to any such comments, and (iii) provide Parent, Merger Sub and their being counsels with a copy of any written responses thereto and telephonic notification of any oral responses thereto made by the Company or its counsel. The Schedule 14D-9 shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC, on the date first published, sent or given to the Company Stockholders and upon consummation of the Offer (including all applicable extensions and subsequent offering periods), shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. The Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders to the extent required by applicable Law. (c) In connection with the OfferOffer and the Merger, the Company promptly will furnish (or cause its transfer agent to furnish promptly to furnish) Parent and Merger Sub a listwith mailing labels, as of a recent datesecurity position listings, of the shareholders of record of Shares non-objecting beneficial owner lists and their addresses, as well as mailing labels any available listing or computer files containing the names and addresses of all record holders the Company Stockholders, each as of Shares the most recent practicable date, and lists of security positions of Shares held in stock depositories. The Company will shall furnish Merger Sub with such additional information and assistance (including, including but not limited to, to updated lists of holders of Shares and their addressesthe Company Stockholders, mailing labels and lists of security positionssecurities positions and non-objecting beneficial owner lists) and such other assistance as Parent or Merger Sub or their its agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Except as required by applicable Law, and except as necessary to communicate the Offer, the Merger or the Transactions to the Company Stockholders, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, will deliver to the Company all copies of such information, labels, listings and files then in their possession. (d) The Company hereby grants to Merger Sub an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Merger Sub immediately following consummation of the Offer (including all applicable extensions and subsequent offering periods), shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Merger Option Shares) for consideration equal to the Offer Price per Merger Option Share; provided, that the Company shall only be required to issue up to that number of Merger Option Shares that would not require a vote of the Company Stockholders to authorize the issuance of such shares of capital stock under the rules of the NASDAQ Stock Market (“NASDAQ”). The Merger Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Merger Sub. (e) In the event that Merger Sub desires to exercise the Merger Option, Merger Sub shall give the Company two (2) Business Day’s prior written notice specifying the number of shares of Company Common Stock that are or will be owned by Parent and Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase of the Merger Option Shares. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Merger Sub shall deliver to the Company the product of (i) the number of Merger Option Shares and (ii) the Offer Price (the “Merger Option Purchase Price”), which shall be paid, at the election of Merger Sub, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note with a principal amount equal to the Merger Option Purchase Price, guaranteed by Parent, with a market interest rate, and with other terms and conditions such that the fair value of the note will be equal to the Merger Option Purchase Price, as determined in good faith by the Independent Incumbent Directors.

Company Action. (a) The Schedule 14D-9. On the date the Offer Documents are filed with the SEC the Company hereby approves of and consents shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and represents exhibits thereto, the “Schedule 14D-9”) that its shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of Directorsthe Exchange Act and New Jersey Corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States securities Laws and New Jersey corporation Law and, at on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agrees to promptly correct any information provided by such party for use in the Schedule 14dD-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the company Stockholders , in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a meeting duly called reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and held on January 14the Company shall give due consideration to the reasonable additions, 1998deletions or changes suggested thereto by the Parent, (i) unanimously determined the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the transactions contemplated by this AgreementCompany or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, including without limitation and any written or oral responses thereto. The Parent, the Offer Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the MergerCompany shall given due consideration to the reasonable additions, are fair to and in deletions or changes suggested thereto by the best interests of the Company and its shareholders and unanimously approved and adopted this Agreement and the OfferParent, the Merger Purchaser and their counsel. After the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with will not publish, send, or give to Company Stockholders supplemental or revised materials without the Securities and Exchange Commission Parent’s prior written consent, except as (the "SEC"i) a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to as may be required in order for its members to comply with their fiduciary duties under applicable law, then any such amendment by Law or withdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall disseminate the Schedule 14D-9 to the extent required (ii) as contemplated or permitted by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SECSection 6.3. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.