Common use of Company Action Clause in Contracts

Company Action. As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect the Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees promptly to correct or supplement 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 false or misleading in any material respect. 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 as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable after (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all exhibitsamendments, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) thatthat shall, subject to the provisions of Section 6.04(d6.3(e), shall reflect contain the Company Board Recommendation. To The Schedule 14D-9 will comply in all material respects with the extent requested by applicable provisions of the Company, Parent Exchange Act and Sub Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, 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 mailed 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 otherwise 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 holders of Shares together with the Offer Documents disseminated to the holders of SharesCompany Stockholders. Each of the The Company, on the one hand, and the Parent and Sub agrees the Purchaser, on the other hand, agree to promptly to correct or supplement any information provided by it or any of its Affiliates such party for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect. The respect or as otherwise required by applicable Law, and the Company shall agrees to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of Sharesthe Company Stockholders, in each case as and to the extent required by applicable U.S. securities Lawsthe Exchange Act. The Parent, Sub the Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereofSEC, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent the Parent, the Purchaser and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9their counsel. In addition, and the Company shall give reasonable good faith consideration in each response to those views and comments made by provide the Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub Purchaser and their counsel with copies of any written or comments, and shall inform them of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent The Parent, the Purchaser and Sub their counsel shall promptly furnish be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the Company all information concerning reasonable additions, deletions or changes suggested thereto by the Parent, Sub the Purchaser and their counsel. After the Offer that commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or reasonably requested in connection with any action (ii) as contemplated or permitted by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement6.3.

Company Action. (a) As promptly as practicable after on the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date that the Offer Documents are filed with the SEC), the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect the Company Board Recommendation. To the extent requested and Schedule 13E-3 (such Schedule 13E-3 filed by the Company, the “Company Schedule 13E-3”) that contains the Company Recommendation, and shall promptly disseminate the Schedule 14D-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 and Sub Schedule 13E-3. The Company shall 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 mailed or otherwise disseminated 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 holders of Shares together with Company all information concerning Parent and Merger Sub that is required by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9 and the Company Schedule 13E-3. Each of the Company, Parent and Sub Parties agrees to promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 or the Company Schedule 13E-3 if and to the extent that it such information shall have become false or misleading in any material respect. The , and to correct any material omissions therefrom, and the Company shall 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 to be disseminated to holders of Sharesthe Company’s stockholders, in each case as and to the extent required by applicable U.S. securities LawsLaw. ParentThe 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 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), Sub and their counsel prior to the filing of the Schedule 14D-9 or the Company Schedule 13E-3 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, the Company shall be given provide Parent with a reasonable opportunity to review and comment (i) on the such Schedule 14D-9 each time before it is filed with the SEC after the date hereofor response, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made provided by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with use reasonable efforts to respond promptly to any written or oral comments the Company or its counsel may receive from the such SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. (a) As promptly soon as practicable after on the day that the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)is commenced, the Company shall will file with the SEC and, to the extent required by applicable U.S. securities Laws, and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibitsthe "SCHEDULE 14D-9") which shall include the opinion of Xxxxxxxx, amendments or supplements thereto, Ball & Xxxxxx ("PBW") referred to in Section 2.17 and shall include the “Schedule 14D-9”) that, subject Recommendations (as defined in Section 2.2). Parent shall promptly furnish to Section 6.04(d), shall reflect the Company Board Recommendationall information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). To The Company hereby consents to the extent requested by inclusion of the CompanyRecommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, Parent and Sub shall cause modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed IT BEING UNDERSTOOD THAT, for purposes of this Agreement, a Recommendation shall be deemed to be mailed withdrawn, modified or otherwise disseminated changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the holders foregoing, the Board of Shares together Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the Offer Documents disseminated to the holders terms of SharesSection 4.3(e) hereof. Each of the Company, Parent and Merger Sub agrees promptly to correct or supplement promptly any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The Company shall 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 applicable U.S. federal securities Lawslaws. Parent, Sub Parent and their its counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is prior to its being filed with the SEC after the date hereof, and the SEC. The Company shall give reasonable and good faith consideration agrees to all additions, deletions or changes thereto suggested by provide Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive receives from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(a) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Schedule 14D-9. The Company shall file with the SEC andas promptly as practicable on the date on which Parent and Merger Sub file the Offer Documents with the SEC, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, any amendments or supplements thereto, and including the exhibits thereto, the “Schedule 14D-9”) that), which shall, subject to Section 6.04(d)5.6, shall reflect include the Company Board Recommendation. To , and which shall include the extent requested by fairness opinion of the Company, Parent Company Financial Advisor referenced in Section 2.21 and Sub shall cause disseminate the Schedule 14D-9 to be mailed or otherwise disseminated its stockholders, in each case, as and to the holders of Shares together with extent required by the Offer Documents disseminated Securities Laws. Parent and Merger Sub agree to furnish promptly to the holders of Shares. Each of the Company, Company all information concerning Parent and Merger Sub required by Securities Laws to be set forth in Schedule 14D-9. The Company agrees promptly to correct or supplement 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 false or misleading in any material respect. The 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 light of the circumstances under which they were made, not misleading, and the Company further agrees to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case its stockholders as and to the extent required by applicable U.S. securities the Securities Laws. ParentUnless the Company Board has effected a Company Adverse Change Recommendation, Sub and their counsel Parent shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time and any amendments or supplements thereto before it is they are filed with the SEC after or disseminated to the date hereofCompany’s stockholders, and the Company shall give reasonable and good faith consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with respond as promptly as reasonably practicable to any written or oral comments the Company or its counsel may receive received from the SEC with respect to the Schedule 14D-9 promptly after the receipt and shall provide copies of such comments. comments to Parent promptly upon receipt, shall provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and Sub shall promptly furnish dissemination to the Company Company’s stockholders to allow Parent a reasonable opportunity to review and comment and shall give good faith consideration to all information concerning reasonable additions, deletions or changes suggested thereto by Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable after (a) The Company shall file with the SEC on the day the Offer Documents are filed with the SEC pursuant to (or on such day as may be agreed by the first sentence of Section 1.01(d) (parties, but in no any event later than the following Business Day after the Offer Documents are filed in accordance with the SECapplicable Law), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect that contains the Company Board Recommendation. To Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL, and shall promptly disseminate the Schedule 14D-9 to the holders of Shares as and to the extent requested required by applicable Law, including by setting the Company, Parent and Sub Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. The Company shall cause the Schedule 14D-9 to be mailed or otherwise disseminated comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the holders of Shares together with Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any written or comments (and shall orally describe any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Unless the Company Board has effected a Company Adverse Recommendation Change or an Intervening Event Recommendation Change, 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As (a) Schedule 14D-9. The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence filing by Parent of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC(and in any event within ten (10) business days following such filing), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, any amendments or supplements thereto, and including the exhibits thereto, the “Schedule 14D-9”) that), which shall, subject to Section 6.04(d7.2(e) and Section 1.1(h), shall reflect include the Company Board Recommendation. To Recommendation with respect to the extent requested by Offer and the CompanyFairness Opinions, Parent and Sub shall cause disseminate the Schedule 14D-9 to be mailed or otherwise disseminated holders of Shares, in each case, as and to the holders of Shares together with extent required by the Securities Laws. Subject to Section 7.2(e) and Section 1.1(h), the Company hereby consents to the inclusion in the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub Company Recommendation. The Company agrees promptly to correct or supplement 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 false or misleading in any material respect. The respect (and each of Parent and Merger Sub, with respect to written 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 light of the circumstances under which they were made, not misleading, and 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 the Company’s stockholders as and to the extent required by applicable U.S. securities the Securities Laws. Parent, Sub Parent and their its counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time and any amendments thereto before it is they are filed with the SEC after or disseminated to the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateholders of Shares. The Company shall provide Parent and Sub and their counsel with respond as promptly as reasonably practicable to any written or oral comments the Company or its counsel may receive received from the SEC with respect to the Schedule 14D-9 promptly after the receipt and provide copies of such comments. comments to Parent promptly upon receipt and Sub shall promptly furnish copies of proposed responses to the Company all information concerning Parent a reasonable time prior to filing or dissemination to allow for meaningful comment by Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable (a) Schedule 14D-9. Promptly after the Offer Documents are filed with the SEC pursuant to the first sentence commencement of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with (within the SEC)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 SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or and supplements thereto, the “Schedule 14D-9”) that, subject and (ii) cause the Schedule 14D-9 to Section 6.04(d), shall reflect be disseminated to the Company Board RecommendationStockholders as and to the extent required by the Exchange Act. To the extent requested reasonably practicable, the Schedule 14D-9 shall be filed with the SEC on the same day as the filing by the Company, Parent and Merger Sub of the 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 be mailed or otherwise disseminated (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 holders occurrence of Shares together 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 Offer Documents disseminated SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the holders Company Stockholders, and at the time of Sharesthe 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made or covenant is agreed to by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Except to the extent subsequently amended, modified or supplemented in a subsequently filed Schedule 14D-9, Parent and Merger Sub hereby agree that the information provided by Parent or Merger Sub in writing specifically for inclusion or 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 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. Parent and Merger Sub shall promptly furnish to the Company 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, Parent and Sub Company agrees promptly to correct or supplement promptly 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and and, as so corrected, to be disseminated to holders of Sharesthe Company Stockholders, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. In addition, the Company shall provide Parent, 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 a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, any proposed written or oral responses and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Merger Sub and their counsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto that thereto. Notwithstanding the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel foregoing, in connection with the receipt of any written or oral comments Acquisition Proposal by the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to any action by the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and permitted by the other approvals set forth proviso contained in Section 4.02(b5.4(a) of this Agreementor by Section 5.4(f), the Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in), or permit Parent or Merger Sub to participate in any discussions regarding, such Schedule 14D-9, or any amendment or supplement thereto, or any comments thereon, to the extent 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) As promptly soon as practicable after on the day that the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)is commenced, the Company shall will file with the SEC and, to the extent required by applicable U.S. securities Laws, and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or supplements thereto, the “Schedule "SCHEDULE 14D-9”") thatwhich shall include the opinion of CIBC World Markets referred to in Section 3.21 and, subject to Section 6.04(d5.4(c), shall reflect include the Recommendations (as defined in Section 3.18). Parent shall promptly furnish to the Company Board Recommendationall information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). To Subject to Section 5.4(c), the extent requested by Company hereby consents to the Companyinclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, Parent and Sub shall cause modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in a manner adverse to Parent or Merger Sub shall be adopted or proposed it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be mailed withdrawn, modified or otherwise disseminated changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the holders foregoing, the Board of Shares together Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the Offer Documents disseminated to the holders terms of SharesSection 5.4(c) hereof. Each of the Company, Parent and Merger Sub agrees promptly to correct or supplement promptly any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The Company shall 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 applicable U.S. federal securities Lawslaws. Parent, Sub Parent and their its counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is prior to its being filed with the SEC after the date hereof, and the SEC. The Company shall give reasonable and good faith consideration agrees to all additions, deletions or changes thereto suggested by provide Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive receives from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As (a) The Company shall file with the SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(and in any event within five (5) (but in no event later than the following Business Day Days after the Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect that contains the Company Board Recommendation. To , the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 to the holders of Shares as and to the extent requested required by applicable Law, including by setting the Company, Parent and Sub Stockholder List Date (as defined 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 to be mailed or otherwise disseminated comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the holders of Shares together with Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any written or comments (and shall orally describe any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly as practicable after (a) On the date the Schedule TO and the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(or in any event within ten (10) (but in no event later than the following Business Day days after the Offer Documents are filed with date of the SECinitial public announcement of this Agreement), the Company shall shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibitsamendments, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) thatthat shall, subject to the provisions of Section 6.04(d)8.3, shall reflect contain the Company Board Recommendation. To The Schedule 14D-9 will comply in all material respects with the extent requested by applicable provisions of the Company, Parent and Sub shall Exchange Act. The Company agrees to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with as and to the Offer Documents extent required by the Exchange Act; provided, however, that at the Company’s request, Parent and Purchaser shall, at their own expense, disseminate any Schedule 14D-9 required to be disseminated to the holders of Shares. Each of the The Company, Parent and Sub agrees Purchaser agree to promptly to correct or supplement any information provided by it or any of its Affiliates such Party for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect. The respect or as otherwise required by applicable Law, and the Company shall agrees to cause the Schedule 14D-9 14D-9, as so corrected 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 applicable U.S. securities Lawsthe Exchange Act. Parent, Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereofor disseminated to holders of Shares, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent Parent, Purchaser and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9their counsel. In addition, and the Company shall give reasonable good faith consideration in each response to those views and comments made by provide Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub Purchaser and their counsel with copies of any written or comments, and shall provide them a written summary of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent Parent, Purchaser and Sub their counsel shall promptly furnish be given a reasonable opportunity to review any such responses, and the Company shall give due consideration to the Company all information concerning reasonable additions, deletions or changes suggested thereto by Parent, Sub Purchaser and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementtheir counsel.

Company Action. As (a) The Company shall file with the SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(and in any event file within three (3) (but in no event later than the following Business Day Days after the Offer Documents are filed with the SECfiled), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect that contains the Company Board Recommendation. To , the fairness opinion of the Company’s financial advisor referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 to the holders of Shares as and to the extent requested required by applicable Law, including by setting the Company, Parent and Sub Stockholder List Date (as defined 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 to be mailed or otherwise disseminated comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the holders of Shares together with Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any written or comments (and shall orally describe any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly as practicable after (a) On the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date that the Offer Documents are filed with the SEC), the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(dthat contains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), and shall reflect promptly disseminate the Schedule 14D-9 to the Stockholders together with the Offer Documents as required by Rule 14d-9 under the Exchange Act. The Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause the Schedule 14D-9 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 mailed or otherwise disseminated 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 holders of Shares together with Company all information concerning Parent and Merger Sub that is required to be set forth in the Offer Documents disseminated to Schedule 14D-9 or reasonably requested by the holders of SharesCompany for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The , and to correct any material omissions therefrom, and the Company shall 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 Sharesthe Stockholders, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel with any written or oral comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. (a) Provided that the conditions contained in Sections 3.1(a) and (c) are satisfied as of the date of commencement of the Offer, as if such date was the Closing Date, except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, after consultation with its counsel, the Company shall consent to the inclusion in the Offer Documents of a statement that the Board has authorized and approved this Agreement and the transactions contemplated hereby and determined that this Agreement and such transactions are in the best interests of the Shareholders, but, that the Board is remaining neutral and making no recommendation as to whether Shareholders should tender their Shares in the Offer (the “Board Recommendation”), together with such other supporting information regarding the Board Recommendation as shall be mutually agreeable by the Board and Purchasers. As promptly as reasonably practicable on or after the Offer Documents are filed with date of commencement of the SEC pursuant to the first sentence of Section 1.01(d) Offer, (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), 5 business days thereafter) the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or and supplements thereto, the “Schedule 14D-9”) thatcontaining, subject to Section 6.04(d)except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, shall reflect after consultation with its counsel, the Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause disseminate the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with extent required by Rule 14d-9 promulgated under the Offer Documents disseminated to the holders of SharesExchange Act, and any other applicable federal securities laws. Each of the Company, Parent The Company and Sub agrees promptly Purchasers agree to correct or supplement promptly any information provided by it or any of its Affiliates them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect. The misleading, and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of SharesShareholders, in each case as and to the extent required by applicable U.S. federal securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementlaws.

Company Action. As promptly as practicable after (a) The Company hereby approves of and consents to the Offer Documents are filed with and the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Merger. The Company shall file with the SEC andSEC, to on or as soon as practicable after the extent required by applicable U.S. securities Lawsdate of the commencement of the Offer, disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, any supplements or amendments or supplements thereto, the “Schedule 14D-9”) thatcontaining the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, subject including the Merger, and shall promptly mail the Schedule 14D-9 to Section 6.04(d)the 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 under 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 on the date first published, sent or given to the Company’s stockholders, shall reflect 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 Board Recommendationwith respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. To the extent requested by the Company, Parent and Sub shall The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees promptly to correct or supplement 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 false or misleading in any material respect. 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 as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Company, Parent and 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, Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC after the date hereof, and the SEC. The Company shall give reasonable and good faith consideration agrees to all additions, deletions or changes thereto suggested by provide Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable after (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all exhibitsamendments, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) thatthat shall, subject to the provisions of Section 6.04(d6.3(e), shall reflect contain the Company Board Recommendation. To The Schedule 14D-9 will comply in all material respects with the extent requested by applicable provisions of the Company, Parent Exchange Act and Sub 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, 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 mailed 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 otherwise 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 holders of Shares together with the Offer Documents disseminated to the holders of SharesCompany Stockholders. Each of the The Company, on the one hand, and the Parent and Sub the Purchaser, on the other hand, agrees to promptly to correct or supplement any information provided by it or any of its Affiliates such party for use in the Schedule 14D-9 14dD-9, if and to the extent that it such information shall have become false or misleading in any material respect. The respect or as otherwise required by applicable Law, and the Company shall agrees to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of Sharesthe company Stockholders , in each case as and to the extent required by applicable U.S. securities Lawsthe Exchange Act. The Parent, Sub the Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereofSEC, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent the Parent, the Purchaser and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9their counsel. In addition, and the Company shall give reasonable good faith consideration in each response to those views and comments made by provide the Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub Purchaser and their counsel with copies of any written or comments, and shall inform them of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent The Parent, the Purchaser and Sub their counsel shall promptly furnish be given a reasonable opportunity to review any such written responses and the Company shall given due consideration to the Company all information concerning reasonable additions, deletions or changes suggested thereto by the Parent, Sub the Purchaser and their counsel. After the Offer that commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or reasonably requested in connection with any action (ii) as contemplated or permitted by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement6.3.

Company Action. As promptly as practicable after the Offer Documents are filed (a) The Company shall file with the SEC pursuant to SEC, on the first sentence of Section 1.01(d) (but in no event later than the following Business Day after same day the Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect 6.02(e) contains the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation. To ”), the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall as promptly as practicable disseminate the Schedule 14D-9 to the holders of Shares as and to the extent requested required by applicable Law, including by setting the Company, Parent and Sub Stockholder 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 to be mailed or otherwise disseminated comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the holders of Shares together with Company all information concerning Parent and Merger Sub that may be required by applicable Law or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any written or comments (and shall orally describe any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly as practicable after (a) On the date the Schedule TO and the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) or as soon as practicable (but in any event no event later than the following one (1) Business Day after the Offer Documents are filed with the SEC)Day) thereafter, the Company shall shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibitsamendments, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that, subject to and without limiting the rights of the Company Board to effect a Change in Recommendation in accordance with Section 6.04(d)8.3, shall reflect contain the Company Board Recommendation. To The Company shall also include, and represents and warrants that it has obtained all necessary consents of the Financial Advisor to include, in 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 requested required by the Exchange Act; provided, however, that at the Company’s request, Parent and Sub Purchaser shall, at their own expense, disseminate any such Schedule 14D-9 required to be disseminated to holders of 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 and Parent shall cooperate to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the The Company, Parent and Sub agrees Purchaser agree to promptly to correct or supplement any information provided by it or any of its Affiliates such Party for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect. The respect or as otherwise required by applicable Law, and the Company shall agrees to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be copies thereof disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. securities LawsLaw. Parent, Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereofor disseminated to holders of Shares, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent Parent, Purchaser and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9their counsel. In addition, and the Company shall give reasonable good faith consideration in each response to those views and comments made by provide Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub Purchaser and their counsel with copies of any written or comments, and shall provide them a written summary of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent Parent, Purchaser and Sub their counsel shall promptly furnish be given a reasonable opportunity to review any such responses, and the Company shall give due consideration to the Company all information concerning reasonable additions, deletions or changes suggested thereto by Parent, Sub Purchaser and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementtheir counsel.

Company Action. Section 1.2.1 As promptly soon as practicable after on the day that the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)is commenced, the Company shall will file with the SEC and, to the extent required by applicable U.S. securities Laws, and disseminate to holders of Shares shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or supplements thereto, the “Schedule 14D-9”) thatwhich shall include the written opinions of UBS Securities LLC (“UBS”) and X.X. Xxxxxx Securities Inc. (“X.X. Xxxxxx”) referred to in Section 3.15.2 hereof and, subject to Section 6.04(d)5.7 hereof, shall reflect 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 Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Manpower or Merger Sub, and no resolution by the Company Board, the Special Committee or any other committee of the Company Board Recommendationto withdraw, modify or change any of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. To Notwithstanding the extent requested by 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, Parent Manpower and Merger Sub shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees each agree promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The Company shall 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 Sharesshares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent, Sub Manpower and their counsel its legal advisors shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is prior to its being filed with the SEC after the date hereof, and the or disseminated to holders of shares of Company shall give reasonable and good faith consideration Common Stock. The Company agrees to all additions, deletions or changes thereto suggested by Parent provide Manpower and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel advisors with any written or oral comments the Company or its counsel may receive legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after the receipt of such written comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As promptly as practicable after (a) The Company hereby approves of and consents to the Offer Documents are filed with and the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Merger. The Company shall file with the SEC andSEC, to on or as soon as practicable after the extent required by applicable U.S. securities Lawsdate of the commencement of the Offer, disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, any supplements or amendments or supplements thereto, the “"SCHEDULE 14D-9") containing the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, including the Merger, and shall promptly mail the Schedule 14D-9 to the stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9”) that, subject any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to Section 6.04(d)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 on the date first published, sent or given to the Company's stockholders, shall reflect 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 Board Recommendationwith respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. To the extent requested by the Company, Parent and Sub shall The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees promptly to correct or supplement 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 false or misleading in any material respect. 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 as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Company, Parent and 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, Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC after the date hereof, and the SEC. The Company shall give reasonable and good faith consideration agrees to all additions, deletions or changes thereto suggested by provide Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. As (a) The Company shall file with the SEC, as promptly as reasonably practicable after on the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date the Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or and supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d)6.2, shall reflect contains the Company Board Recommendation. To , the extent requested by fairness opinion of the Company, Parent ’s financial advisor referenced in Section 4.18 and Sub the information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL. The Company shall cause the Schedule 14D-9 to be mailed or otherwise disseminated 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 together as and to the extent required by applicable Law, including by setting the Stockholder 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, including the Company Board Recommendation if contained therein, with the Offer Documents disseminated mailed or furnished to the holders of Shares. Parent and Merger Sub shall, absent a Change of Board Recommendation, disseminate a copy of the Schedule 14D-9 with the 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 Company, Parent and Sub Parties agrees to promptly to correct or supplement 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 aware that such information has become false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall (i) provide Parent and Parent, Merger Sub and their counsel with a copy of any written or comments (and a description of any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 shall with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and give reasonable consideration to any comments provided by Parent or Merger Sub, and (iii) promptly furnish provide Parent and Merger Sub with copies of any responses to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02such comments. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents respond promptly to any such comments of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this AgreementSEC or its staff.

Company Action. As (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on June 30, 1997, at which a majority of the Directors were present: (i) duly approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the holders of both the Company Common Stock and the Series D Shares; and (ii) with respect to the Rights Agreement, duly amended the Rights Agreement to provide that (1) neither this Agreement nor any of the transactions contemplated hereby, including the Offer and the Merger, will result in the occurrence of a "Distribution Date" (as such term is defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof and (2) the Rights shall automatically on and as of the Effective Time (as hereinafter defined) be void and of no further force or effect. (b) The Company shall file with the SEC, as promptly as practicable after the Offer Documents are filed filing by the Purchaser of the Schedule 14D-1 with the SEC pursuant respect to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer, a Tender Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any and all exhibits, amendments or supplements thereto, and including the “exhibits thereto, the "Schedule 14D-9”) that"). The Schedule 14D-9 will comply in all material respects with the provisions of all applicable Federal securities law and, subject on the date filed with the SEC and on the date first published, sent or given to Section 6.04(d)the Company's stockholders, shall reflect not contain any untrue statement of 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 Board Recommendationwith respect to information furnished by Parent or the Purchaser for inclusion in the Schedule 14D-9. To the extent requested by the Company, Parent and Sub shall The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees promptly to correct or supplement 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 false or misleading in any material respect. The Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case and as and to the extent required by applicable U.S. Federal securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriatelaws. The Company shall provide Parent and Sub and their counsel with any written mail, or oral comments cause to be mailed, such Schedule 14D-9 to the stockholders of the Company or its counsel may receive from at the SEC with respect same time the Offer Documents are first mailed to the Stockholders of the Company together with such Offer Documents. The Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to Documents shall contain the inclusion in the Offer Documents recommendations of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.Directors 3

Company Action. As promptly as practicable after (a) The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on February 25, 1996, has (i) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (the "TRANSACTIONS"), and (ii) unanimously recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents are filed with of the SEC pursuant recommendation of the Board described in the immediately preceding sentence, subject to the first second sentence of Section 1.01(d5.02(a). (b) (but in no event later than As soon as practicable on the following Business Day after date of commencement of the Offer Documents are filed with the SEC)Offer, the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or and supplements thereto, the “"SCHEDULE 14D-9") containing the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9”) that14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, subject to Section 6.04(das amended (the "EXCHANGE ACT"), shall reflect and any other applicable federal securities laws. The Schedule 14D-9 will comply in all other material respects with the Company Board Recommendationprovisions of applicable federal securities laws. To the extent requested by the The Company, Parent and Merger Sub shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees promptly agree to correct or supplement promptly any information provided by it or any of its Affiliates them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect. The misleading, and the Company shall 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 applicable U.S. federal securities Lawslaws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (ic) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the The Company shall give reasonable promptly furnish Merger Sub with mailing labels containing the names and good faith consideration to addresses of all additionsrecord holders of Shares and with security position listings of Shares held in stock depositories, deletions or changes thereto suggested by Parent each as of a recent date, together with all other available listings and its legal counsel that the Company reasonably determines to be appropriate computer files containing names, addresses and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, security position listings of record holders and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriatebeneficial owners of Shares. The Company shall provide Parent and furnish Merger Sub and their counsel with any written or oral comments the Company or its counsel may receive from the SEC with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parentadditional information, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.including, without 2

Company Action. As promptly as practicable after (a) On the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date that the Offer Documents are filed with the SEC), the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(dthat contains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), and shall reflect promptly disseminate the Schedule 14D-9 to the Stockholders together with the Offer Documents as required by Rule 14d-9 under the Exchange Act. The Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause the Schedule 14D-9 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 mailed or otherwise disseminated 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 holders of Shares together with Company all information concerning Parent and Merger Sub that is required to be set forth in the Offer Documents disseminated to Schedule 14D-9 or reasonably requested by the holders of SharesCompany for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The , and to correct any material omissions therefrom, and the Company shall 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 Sharesthe Stockholders, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel with any written or oral comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. (a) As promptly as practicable after on the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date that the Offer Documents are filed with the SEC), the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect that contains the Company Board RecommendationRecommendation and shall promptly disseminate the Schedule 14D-9 to the Stockholders together with the Offer Documents as required by Rule 14d-9 under the Exchange Act. To the extent requested by the Company, Parent and Sub The Company shall cause the Schedule 14D-9 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 mailed or otherwise disseminated 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 holders of Shares together with Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The , and the Company shall 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 Sharesthe Stockholders, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel with any written or comments (including a summary of oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly Subject to the terms of this Agreement, the Company hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, or as soon as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)thereafter, the Company shall file with the SEC and, and mail to the extent required by applicable U.S. securities Laws, disseminate to holders of the Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or amendments, and supplements thereto, the “"Schedule 14D-9”) that, subject "). Subject to Section 6.04(d)6.02 of this Agreement, the Schedule 14D-9 shall reflect set forth, and the Company hereby represents to Parent, that (a) the Board Recommendation. To the extent requested by of Directors of the Company, at a meeting duly held or pursuant to unanimous written action, has made the determination and adopted the resolutions referred to in the fourth recital to this Agreement and (b) Seven Hills Partners LLC, as financial advisor to the Company (the "Financial Advisor"), has executed and delivered to the Board of Directors of the Company its written opinion that as of the date hereof the Offer Price in 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 connection with the preparation of the Schedule 14D-9. The Company 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 mailed or otherwise filed with the SEC and to be disseminated to the holders of Shares together with the Offer Documents disseminated Shares, in each case, as and to the holders of Sharesextent required by applicable federal securities laws. Each of the CompanyThe Company agrees to promptly correct, Parent update and Sub agrees promptly to correct or supplement otherwise change any information provided by it or any of its Affiliates for use used in the Schedule 14D-9 if and to the extent that it such information shall have become false contain any untrue statement of a material fact or misleading in omit to state any material respect. The 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 shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected corrected, updated and changed to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the initial Schedule 14D-9 each time before it the initial Schedule 14D-9 is filed with the SEC after the date hereof, and the Company shall give reasonable and consider such comments in good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning for incorporation into the Schedule 14D-9. In addition, and the Company shall give reasonable good faith consideration in each response agrees to those views and comments made by promptly provide Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with any comments or other communications, including copies of any written or oral comments responses and telephonic notification of any verbal responses, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. comments or other communications and to consult with Parent and Sub shall promptly furnish to the Company all information concerning Parentits counsel, and Sub and the Offer that may be required its counsel, prior to responding to any such comments or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementcommunications.

Company Action. (a) As promptly as reasonably practicable after on the Offer Documents are filed with date of commencement of the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)Offer, the Company shall (i) file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or and supplements thereto, the “Schedule 14D-9”) thatcontaining, subject to Section 6.04(d)7.02, shall reflect the Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause (ii) disseminate the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the 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 also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. The Company shall set the record date for the Company’s stockholders to receive notice of appraisal rights as the same date as the date of the list used to determine the persons to whom the Offer Documents and Schedule 14D-9 are first disseminated. Each of the Company, Parent and Sub Purchaser agrees promptly to correct or supplement promptly any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it which shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub The Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is prior to such document being filed with the SEC after the date hereofor disseminated to holders of Shares, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested any comments made by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriatecounsel. The Company shall provide Parent and Sub and their its counsel with (i) any comments or other communications, whether written or oral comments oral, that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. Parent comments or other communications and Sub (ii) reasonable opportunity to participate in the response of the Company to such comments and to provide comments on that response (to which reasonable and good faith consideration shall promptly furnish be given by the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC to the Company all information concerning Parent, Sub and extent not prohibited by the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02SEC. The Company hereby consents shall respond as promptly as practicable to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementany such SEC comments.

Company Action. As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(a) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the The Company shall file with the SEC andSEC, to the extent required by applicable U.S. securities Lawsreasonably practical concurrently with the filing of the Offer Documents with the SEC or as soon as practicable thereafter, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect that contains the Company Board Recommendation. To Recommendation and shall promptly disseminate the Schedule 14D-9 to the Stockholders as and to the extent requested required by Rule 14d-9 under the CompanyExchange Act. The Schedule 14D-9 shall include as an exhibit an information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (as amended or supplemented from time to time, Parent and Sub the “Information Statement”). The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. The parties agree to use their respective reasonable best efforts to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares Stockholders together with the Offer Documents disseminated Documents. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the holders of SharesCompany all information concerning Parent and Merger Sub that may be required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall 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 Sharesthe Stockholders, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any comments (whether written or oral comments oral) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly as practicable after the Offer Documents are filed (a) The Company shall file with the SEC pursuant to SEC, on the first sentence of Section 1.01(d) (but in no event later than the following Business Day after same day the Offer Documents are filed with the SEC), the Company shall file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with all exhibits, any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.04(d), shall reflect ‎Section 6.02(e) contains the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation. To ”), the fairness opinions of the Company’s financial advisors referenced in ‎Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall as promptly as practicable disseminate the Schedule 14D-9 to the holders of Shares as and to the extent requested required by applicable Law, including by setting the Company, Parent and Sub Stockholder 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 to be mailed or otherwise disseminated comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the holders of Shares together with Company all information concerning Parent and Merger Sub that may be required by applicable Law or reasonably requested by the Offer Documents disseminated to Company for inclusion in the holders of SharesSchedule 14D-9. Each of the Company, Parent and Sub parties agrees to promptly to correct or supplement 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 false or misleading in any material respect. The , and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. securities Laws. Parent, Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereof, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriateLaw. The Company shall provide Parent and Parent, Merger Sub and their counsel in writing with any written or comments (and shall orally describe any oral comments comments) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the 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 provide Parent and Merger Sub shall promptly furnish with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company all information concerning Parent, Sub and the Offer that may be required shall give reasonable consideration to any comments provided by Parent or reasonably requested in connection with any action contemplated by this Section 1.02Merger Sub. The Company hereby consents shall use reasonable best efforts to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreementrespond promptly to any such SEC comments.

Company Action. As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(a) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Schedule 14D-9. The Company shall file with the SEC and, on or prior to the extent required by applicable U.S. securities Lawsfifth (5th) business day after the date on which Parent and Merger Sub file the Offer Documents with the SEC (but in no event earlier than the tenth (10th) business day after the date of this Agreement), disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, any amendments 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) thatof the DGCL such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 262(d)(2) of the DGCL and shall, subject to Section 6.04(d)6.2, shall reflect include the Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause disseminate the Schedule 14D-9 to be mailed or otherwise disseminated its stockholders, in each case, as and to the holders extent required by applicable Law (including by setting the Stockholder List Date (as defined below) as the record date for the purpose of Shares together with receiving the Offer Documents disseminated to the holders of Shares. Each notice required by Section 262(d)(2) of the Company, Parent and Sub DGCL). The Company agrees promptly to correct or supplement 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 false or misleading in any material respect. The 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 light of the circumstances under which they were made, not misleading, and the Company further agrees to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case its stockholders as and to the extent required by applicable U.S. securities the Securities Laws. ParentUnless the board of directors of the Company has effected a Change of Recommendation, Sub and their counsel Parent shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time and any amendments or supplements thereto before it is they are filed with the SEC after or disseminated to the date hereofCompany’s stockholders, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with respond as promptly as reasonably practicable to any written or oral comments the Company or its counsel may receive received from the SEC with respect to the Schedule 14D-9 promptly after and, unless the receipt board of such comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents directors of the Company Board Recommendation 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 dissemination to the other approvals set forth in Section 4.02(b) of this AgreementCompany’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. Section 1.2.1 As promptly soon as practicable after on the day that the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC)is commenced, the Company shall will file with the SEC and, to the extent required by applicable U.S. securities Laws, and disseminate to holders of Shares shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments or supplements thereto, the “"Schedule 14D-9”") thatwhich shall include the written opinions of UBS Securities LLC ("UBS") and X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") referred to in Section 3.15.2 hereof and, subject to Section 6.04(d)5.7 hereof, shall reflect 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 Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Manpower or Merger Sub, and no resolution by the Company Board, the Special Committee or any other committee of the Company Board Recommendationto withdraw, modify or change any of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. To Notwithstanding the extent requested by 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, Parent Manpower and Merger Sub shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Offer Documents disseminated to the holders of Shares. Each of the Company, Parent and Sub agrees each agree promptly to correct or supplement any information provided by it or any of its Affiliates for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect. The Company shall 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 Sharesshares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. Parent, Sub Manpower and their counsel its legal advisors shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is prior to its being filed with the SEC after the date hereof, and the or disseminated to holders of shares of Company shall give reasonable and good faith consideration Common Stock. The Company agrees to all additions, deletions or changes thereto suggested by Parent provide Manpower and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel advisors with any written or oral comments the Company or its counsel may receive legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after the receipt of such written comments. Parent and Sub shall promptly furnish to the Company all information concerning Parent, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement.

Company Action. (a) Schedule 14D-9. As promptly as reasonably practicable after on the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after date the Offer Documents are filed with the SEC), the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC and, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all exhibitsamendments, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) thatthat shall, subject to the provisions of Section 6.04(d6.3(e), shall reflect contain the Company Board Recommendation. To the extent requested by the Company, Parent and Sub The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, 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 mailed 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 otherwise 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 holders of Shares together with the Offer Documents disseminated to the holders of SharesCompany Stockholders. Each of the The Company, on the one hand, and the Parent and Sub agrees the Purchaser, on the other hand, agree to promptly to correct or supplement any information provided by it or any of its Affiliates such party for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect. The respect or as otherwise required by applicable Law, and the Company shall agrees to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of Sharesthe Company Stockholders, in each case as and to the extent required by applicable U.S. securities Lawsthe Exchange Act. The Parent, Sub the Purchaser and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SEC after the date hereofSEC, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent the Parent, the Purchaser and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9their counsel. In addition, and the Company shall give reasonable good faith consideration in each response to those views and comments made by provide the Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub Purchaser and their counsel with copies of any written or comments, and shall inform them of any oral comments comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, and any written or oral responses thereto. Parent The Parent, the Purchaser and Sub their counsel shall promptly furnish be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the Company all information concerning reasonable additions, deletions or changes suggested thereto by the Parent, Sub the Purchaser and their counsel and shall use reasonable best efforts to respond promptly to any such SEC comments. After the Offer that commencement of the Offer, the Company will not publish, send or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or reasonably requested in connection with any action (ii) as contemplated or permitted by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) of this Agreement6.3.

Company Action. As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d(a) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Schedule 14D-9. The Company shall file with the SEC andas promptly as practicable on the date on which Parent and Merger Sub file the Offer Documents with the SEC, to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, any amendments or supplements thereto, and including the exhibits thereto, the “Schedule 14D-9”) that), which shall, subject to Section 6.04(d7.03(b), shall reflect include the Company Board Recommendation. To the extent requested by the Company, Parent and Sub shall cause disseminate the Schedule 14D-9 to be mailed or otherwise disseminated its stockholders, in each case, as and to the holders of Shares together with extent required by the Offer Documents disseminated to the holders of SharesSecurities Laws. Each of the Company, Parent and Sub The Company agrees promptly to correct or supplement 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 false or misleading in any material respect. The 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 light of the circumstances under which they were made, not misleading, and the Company further agrees to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case its stockholders as and to the extent required by applicable U.S. securities the Securities Laws. ParentUnless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), Sub and their counsel Parent shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time and any amendments or supplements thereto before it is they are filed with the SEC after or disseminated to the date hereofCompany’s stockholders, and the Company shall give reasonable and good faith due consideration to all the reasonable additions, deletions or changes suggested thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, and the Company shall give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with respond as promptly as reasonably practicable to any written or oral comments the Company or its counsel may receive received from the SEC with respect to the Schedule 14D-9 promptly after the receipt and provide copies of such comments. comments to Parent and Sub shall promptly furnish to the Company all information concerning Parentupon receipt and, Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of unless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and dissemination to the Company’s stockholders to allow for review and prompt comment by Parent, and the other approvals set forth in Section 4.02(b) of this AgreementCompany shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent.