Common use of Company Actions Clause in Contracts

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held), ) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders the holders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), Common Stock; and (b) XxxxxxxxxFurmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")as of the date of this Agreement and based upon and subject to the matters set forth therein, the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the cash consideration to be paid received by the holders of Company Common Stock in the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, view (the "Fairness Opinion"). Subject to such stockholders. Upon commencement of the Offerits fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company shall hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors recommendation referred to in favor clause (iii) above (and the information required by Section 14(f) of the Offer Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the Merger and "Exchange Act"), so long as Parent shall permit the inclusion in the Offer Documents of have furnished such recommendations, in each case subject information to the fiduciary duties of Company in a timely manner) and to mail such Schedule 14D-9 to the Board of Directors stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, IHK Sub and Merger Sub will the Company each agree promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes any such information shall have become false or misleading in any material respect, respect and the Company will 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 the stockholders of shares of Company Common Stockthe Company, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofsecurities laws.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting meetings duly called and held), ) has (ia) determined that the Offer and the Merger are advisable and are fair to and in the best interests of the stockholders of the Company, Company and (iib) resolved to approve the Offer approved this Agreement and the Merger and resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and and, if required by applicable law, approval and adoption of this Agreement and the Merger by such the stockholders of the Company; provided, (iii) taken all necessary steps to render Section 203 that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of the Delaware General Corporation Law (the "DGCL") inapplicable to the MergerBoard of Directors, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 after receiving advice from independent legal counsel at a meeting of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors thatDirectors, in their opinion, the consideration to such recommendation would be paid in the Offer and the Merger inconsistent with its fiduciary duties to the Company's stockholders is fair, from a financial point of view, to such stockholdersshareholders under applicable law. Upon commencement of the Offer, the Company shall file or cause to be filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations recommendation of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents Schedule 14D-1 of such recommendationsrecommendation, in each case subject to the fiduciary duties of the Board of Directors of the Company. 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 shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or the Purchaser in writing for inclusion in the Offer Documents. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, IHK Parent and Merger Sub Purchaser will promptly correct any information provided by them it for use in the Schedule 14D-9 that becomes false or misleading in any material respect, respect and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable law. IHK Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK Purchaser with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has unanimously (ia) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (iib) approved this Agreement, the Offer, the Merger and the Stockholders Agreement, including for purposes of Section 203 of the GCL, and (c) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement and the Merger by such the stockholders of the Company, (iii) taken all necessary steps to render Section 203 Company which approval constitutes approval of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 each of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved for purposes of the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), applicable provisions of the Company's financial advisor, GCL. The Financial Advisor has advised delivered to the Company's Board of Directors that, in their opinion, of the Company its opinion that the consideration to be paid received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the Company's stockholders is fair, holders of shares of Company Common Stock from a financial point of view, . The Company hereby agrees to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the recommendations SEC (and the information required by Section 14(f) of its the Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company; provided, that such recommendation may be withdrawn, modified or amended by the Company's Board of Directors in favor of only to the extent permitted by Section 7.3(b). Such Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors Documents. Each of the Company. The Company, IHK Parent, and Merger Sub will Purchaser agrees promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respect, and the Company will 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 of Company Common Stock, in each case case, as and to the extent required by applicable lawfederal securities Laws. IHK The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide IHK Purchaser and its counsel in writing with any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after the receipt thereof.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (a) its Board board of Directors (directors, at a meeting duly called and held), has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company's stockholders, (ii) resolved to approve approved this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of Merger, in accordance with the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 requirements of the Delaware General Corporation Law (the "DGCL"), (iii) inapplicable to the Mergerdeclared that this Agreement is advisable, (iv) resolved to elect recommend that stockholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and (if required by applicable law) adopt this Agreement (the recommendation of the Company's board of directors that the stockholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and (if required by applicable law) adopt this Agreement being referred to as the "Company Board Recommendation"), and (v) to the extent necessary, adopted a resolution for the purpose of causing the Company not to be subject, subject to the extent permitted by law, to any restriction set forth in any state takeover law other than Section 203 of the DGCL or similar Legal Requirement that may purport to be applicable might otherwise apply to the Offer, the Merger Merger, any of the Stockholder Agreements, any of the Financing Documents or any of the other transactions contemplated by this Agreement and Agreement, any of the Stockholder Agreements or any of the Financing Documents. Subject to Section 1.2(b): (vA) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger consents to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement inclusion of the Offer, the Company shall file with the SEC a Solicitation/Board Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents in a form and manner reasonably determined by the Company to be acceptable; and (B) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution by the board of such recommendations, in each case subject to the fiduciary duties directors of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct Company or any information provided by them for use in the Schedule 14D-9 that becomes false committee thereof to withdraw or misleading in any material respect, and modify the Company will take all steps necessary Board Recommendation in a manner adverse to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel Parent or Acquisition Sub shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofadopted.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has unanimously (ia) determined as of the date hereof that the Offer Offer, the Merger (as defined in Section 2.1 hereof) and the Merger Spin-Off are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, Company and (iib) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement and the Merger by such the stockholders of the Company, (iii) taken all necessary steps to render Section 203 Company which approval constitutes approval of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 each of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement for purposes of Sections 902 and (v) approved 912 of the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities New York Business Corporation Law ("DLJNYBCL"), . The Company further represents that Lazard Freres & Co. LLC has delivered to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the Company its opinion that the consideration to be paid received by the holders of Shares in the Offer Offer, the Merger and the Merger Spin-Off is fair to the holders of the Company's stockholders is fair, common stock from a financial point of view, . The Company hereby agrees to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9SCHEDULE 14D- 9") containing such recommendation with the recommendations of its Board of Directors in favor SEC (and the information required by Section 14(f) of the Offer Exchange Act if Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the Merger and shall permit stockholders of the inclusion in the Offer Documents of such recommendationsCompany; provided, in each case that subject to the fiduciary duties provisions of Section 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. Such Schedule 14D-9 shall be, if so requested by Purchaser, filed on the Board of Directors of same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Company. The CompanyOffer Documents; provided, IHK and Merger Sub will promptly correct that in any information provided by them for use in event the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to shall be filed with and mailed no later than 10 Business Days following the SEC and to be disseminated to holders commencement of shares of Company Common Stock, in each case as and to the extent required by applicable lawOffer. IHK Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the such Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide IHK Parent and its counsel in writing with any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the such Schedule 14D-9 and any amendments thereto, promptly after the receipt thereof. SECTION 1.3.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company at a meeting duly called and held), held has duly adopted resolutions (i) determined approving this Agreement, the Stockholders Agreement, the Offer and the Merger, (ii) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company, and the holders of shares of Common Stock and the holders of shares of Exchangeable Preferred and (iii) recommending that the Company's stockholders accept the Offer and tender their Shares and approve the Merger and this Agreement. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents and warrants that its Board of Directors has received the written opinions (the "Fairness Opinions") of Xxxxxxx Xxxxx Xxxxxx and X.X. Xxxxxx Securities Inc. (together, the "Financial Advisors") that the proposed consideration to be received by the holders of shares of Common Stock and the holders of shares of Exchangeable Preferred pursuant to the Offer and the Merger are is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisors to permit, subject to the prior review and consent by the Financial Advisors (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinions (or a reference thereto) in the best interests of Offer Documents, the stockholders of the Company, Schedule 14D-9 (iias hereinafter defined) resolved to approve the Offer and the Merger Proxy Statement (as hereinafter defined). The Company represents and recommend (subject to warrants that its fiduciary duties after taking into account advice Board of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) Directors has taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofStockholders Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its the Company Board of Directors (at a meeting duly called and held), ) has (ix) determined that this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders Company and the Shareholders, (y) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (z) resolved to recommend that the Shareholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby (the determinations, approvals and recommendations of the CompanyCompany Board set forth in this clause (i) being hereinafter collectively referred to as the "RECOMMENDATION"), (ii) resolved a committee of the Company Board formed pursuant to approve Section 302A.673 of the MBCA (the "COMMITTEE") (at a meeting duly called and held) has approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance the approval of the Offer and approval and adoption of Committee set forth in this Agreement by such stockholders of clause (ii) being hereinafter referred to as the Company"COMMITTEE APPROVAL"), (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable Xxxxxxx Xxxxx Xxxxxx Inc. has provided to the Merger, Company Board the opinion described in Section 3.01(r) and (iv) resolved to elect not to be subjectassuming the accuracy of Parent's and Sub's representation in Section 3.02(c), to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or Merger, this Agreement and the transactions contemplated hereby will not be impeded by this Agreement the provisions of Sections 302A.671, 302A.673 and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement 302A.675 of the Offer, the MBCA. The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of Recommendation and the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respectCommittee Approval, and the Company will take all steps necessary to cause shall not permit the Schedule 14D-9 as so corrected Recommendation and disclosure regarding the Committee Approval or any component thereof to be filed with modified in any manner adverse to Parent or Sub or withdrawn by the SEC and to be disseminated to holders of shares of Company Common StockBoard or the Committee, as applicable, or in each case any other manner, except as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofprovided in Section 4.02(b).

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) The Company shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the Offer Documents, an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with the existing statement and any subsequent amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company’s Board of Directors (at a meeting duly called that holders of shares of Company Common Stock tender their shares into the Offer, and held), shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth that the Company’s Board of Directors has (i) determined by unanimous vote of all of its members that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) resolved to approve approved the Offer and the Merger and recommend this Agreement in accordance with the Delaware General Corporation Law (subject to its fiduciary duties after taking into account advice of legal counsel“DGCL”) and (iii) recommended (the “Company Offer Recommendation”) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company’s stockholders; provided, however, that such Company Offer Recommendation in the Schedule 14D-9 may be modified in a manner adverse to Parent and Merger Sub or withdrawn after the date hereof (such a modification or withdrawal, a “Change in Company Offer Recommendation”), if, but only if, (iiiy) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Mergerafter consultation with its outside counsel, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of determines that the Company. The Companyfailure to take such action is inconsistent with its fiduciary duties under applicable Law; and (z) at least 3 Business Days prior to making a Change in Company Offer Recommendation, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary has provided written notice to cause the Schedule 14D-9 as so corrected Parent that it is prepared to be filed with the SEC and to be disseminated to holders of shares of make a Change in Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer Recommendation.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants that (a) its Board board of Directors (directors, at a meeting duly called and held), has by the unanimous vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company’s stockholders, (ii) resolved to approve approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of Merger, in accordance with the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 requirements of the Delaware General Corporation Law (the "“DGCL"”), (iii) inapplicable to the Mergerdeclared that this Agreement is advisable, (iv) resolved to elect recommend that stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement (the recommendation of the Company’s board of directors that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement being referred to as the “Company Board Recommendation”), and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject, to the extent permitted by law, subject to any state takeover law other than or similar Legal Requirement, including, without limitation, Section 203 of the DGCL DGCL, that may purport to be applicable might otherwise apply to the Offer, Offer or the Merger or any of the other transactions contemplated by this Agreement and Agreement. Subject to Section 5.3: (vA) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), hereby consents to the Company's financial advisor, has advised inclusion of the Company's Company Board of Directors that, in their opinion, the consideration to be paid Recommendation in the Offer Documents; and (B) the Merger Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution by the Company's stockholders is fair, from a financial point board of view, to such stockholders. Upon commencement directors of the Offer, Company or any committee thereof to withdraw or modify the Company shall file with the SEC Board Recommendation in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject manner adverse to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Parent or Acquisition Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC adopted or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofproposed.

Company Actions. (a) The Company hereby consents shall, after affording Crane a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of shares of Company Common Stock, as promptly as practicable on the date of the filing by Crane and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Board of Directors of the Company that holders of shares of Company Common Stock tender their shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has (i) determined by vote of its directors that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is fair to and in the best interests of the stockholders of the CompanyCompany and its shareholders, (ii) resolved to approve approved the Offer Offer, the Merger, the Stock Option Agreement and the Merger and recommend Shareholder Agreements, (subject to its fiduciary duties after taking into account advice of legal counseliii) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company's shareholders, and (iiiiv) taken all other action necessary steps to render Section 203 2538 and Subchapter F of Chapter 25 of the Delaware General Corporation Law (PBCL and the "DGCL") Rights inapplicable to the Offer and the Merger. Such recommendation and approval may be withdrawn, (iv) resolved to elect not to be subject, modified or amended only to the extent permitted by lawSection 5.02(b). The Company further represents that, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable prior to the Offerexecution hereof, Xxxx Xxxxx Xxxx Xxxxxx, Inc. has delivered to the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors of the Company its written opinion that, in their opinionas of August 10, 1998, the consideration to be paid in received by the holders of shares of Company Common Stock pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, shareholders from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use Company described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.02(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has (i) unanimously determined that each of the Offer Agreement, the Offer, and the Merger are advisable and fair to to, and in the best interests of of, the stockholders of the Company, (ii) resolved unanimously approved, without condition or qualification, this Agreement, the Stockholders Agreement, the Offer, the acquisition of Shares pursuant to approve the Offer, and the Merger for purposes of Section 203 of the DGCL (the "SECTION 203 APPROVAL"), so that the provisions of Section 203 of the DGCL are not applicable to the transactions provided for, referred to, or contemplated by, this Agreement, (iii) received the opinion of Cruttenden Roth Xxxorporated, financial advisor to the Company (the "FINANCIAL ADVISOR"), to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger and recommend (subject Consideration pursuant to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such Merger is fair to the stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer(iv) approved this Agreement, the Company shall file with Stockholders Agreement, and the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of transactions contemplated hereby and thereby, including the Offer and the Merger (collectively, the "TRANSACTIONS"), and shall permit (v) resolved to unanimously recommend that the inclusion in stockholders of the Offer Documents Company accept the Offer, tender their Shares thereunder to MergerSub, and approve and adopt this Agreement and the Merger. The Company has been advised by each of such recommendations, in its directors and by each case subject executive officer who as of the date hereof is actually aware (to the fiduciary duties of the Board of Directors knowledge of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in ) of the Schedule 14D-9 Transactions that becomes false or misleading in any material respect, and the Company will take all steps necessary each such person either intends to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and tender pursuant to the extent required Offer all Shares owned by applicable law. IHK and its counsel shall be given such person or vote all Shares owned by such person in favor of the Merger, whether or not such person is a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect party to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofStockholders Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has (i) determined duly adopted resolutions approving this Agreement and the Stockholder Agreement, the Offer and the Merger, determining that the terms of the Offer and the Merger are fair to to, and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offerof, the Merger or the transactions contemplated by this Agreement Company and (v) approved the Company Rights Agreement Amendment (as defined below), its stockholders and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to recommending that the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of accept the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of tender their Shares pursuant to the Offer and approve and adopt the Merger and shall permit the inclusion in the Offer Documents of this Agreement (if required); provided, however, that such recommendationsrecommendation and approval may be withdrawn, in each case subject modified or amended to the fiduciary duties of extent that the Board of Directors of the CompanyCompany determines in good faith, after consultation with its outside legal counsel, that failure to take such action could reasonably be expected to result in a breach of the Board of Directors' fiduciary obligations under applicable law and the Company terminates this Agreement pursuant to Section 9.1(d). The CompanyCompany represents that its Board of Directors has received the opinion of Xxxxx, IHK Xxxxxxxx & Xxxx, Inc. ("AH&H") dated the date of this Agreement to the effect that, as of such date and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger Sub is fair from a financial point of view to such holders, and a complete and correct signed copy of such opinion will promptly correct any information provided be delivered by them for use the Company to Parent. The Company has been authorized by AH&H to permit the inclusion of such opinion (or a reference thereto) in the Schedule 14D-9 that becomes false or misleading in any material respect14D-1, and the Company will take all steps necessary to cause the Schedule 14D-9 (as so corrected to be filed with hereinafter defined) and the SEC and to be disseminated to holders of shares of Company Common Stock, in each case Proxy Statement (as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofhereinafter defined).

Company Actions. The Company hereby approves of and consents to the Offer and represents and warrants that that, subject to the terms and conditions set forth in this Agreement, (a) its Board of Directors (at a meeting duly called and held), ) has (i) determined that the Offer and the Merger (as defined in Section 2.1) are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law Law, as amended (the "DGCL") ), inapplicable to the Merger, Merger and (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions transaction contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Agreement, and (b) Xxxxxxxxx, Xxxxxx Lazard Freres & Xxxxxxxx Securities Corporation ("DLJ")Co. LLC, the Company's financial advisorinvestment banker, has advised delivered to the Company's Board of Directors of the Company its written opinion to the effect that, in their opinionbased upon and subject to the matters set forth therein and as of the date thereof, the consideration to be paid in the Offer and the Merger to the Company's stockholders in the Offer and Merger is fair, from a financial point of view, to those stockholders, and such stockholdersopinion has not been withdrawn or modified and (c) each of the Administrative Committee (the "Administrative Committee") of the employee common stock ownership plan of the Company (the "ESOP") and the Trustee (the "Trustee") of the ESOP Trust (the "ESOP Trust") has advised the Company that, as of the date hereof, it has conducted such review of the terms of the Offer and the Merger as it deems appropriate and has determined that, if the Offer were consummated on the date hereof at the price and on the terms set forth in this Agreement on the date hereof, and subject to their satisfaction with the information to be set forth in the Offer Documents, the Administrative Committee would follow the proper directions of the ESOP participants, and the Trustee would follow the proper directions of the Administrative Committee, as the case may be, to tender Shares owned by the ESOP Trust. Upon The Company has been authorized by Lazard Freres & Co. LLC to permit the inclusion of such firm's fairness opinion (and, subject to such firm's approval, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement, as defined in Section 6.1(a). Contemporaneously with the commencement of the Offer, the Company shall will, subject to the terms and conditions set forth in this Agreement, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall will permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties provisions of the Board of Directors of the CompanySection 5.1(e). The Company, IHK Parent and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stockthe Shares, in each case as and to the extent required by applicable law. IHK Parent and its counsel shall be given will have a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK Parent and its counsel with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofreceipt. The Company agrees that the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act. The Company further agrees that neither the Schedule 14D-9, nor any related amendments nor any information supplied by the Company specifically for inclusion in the Offer Documents (but excluding statements made in any of the foregoing documents based on information supplied by Parent or Sub or any of their affiliates specifically for inclusion therein) will, at the respective times the Schedule 14D-9 or Offer Documents are filed with the SEC or are first published, sent or given to stockholders, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has unanimously (i) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve approved the execution, delivery and performance of this Agreement and the Stockholders Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger Merger, and recommend a majority of the members of the Board of Directors of the Company voting for such approval were and are Continuing Directors (subject to as defined in and for purposes of Section 11(b) of the Company's Restated Certificate of Incorporation), and (iii) after considering its fiduciary duties after taking into account under applicable law upon the advice of legal counsel) , resolved to recommend acceptance of the Offer and Offer, approval and adoption of this Agreement by such stockholders and approval of the Company, (iii) taken all necessary steps to render Section 203 Merger by the holders of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Common Stock, and (b) XxxxxxxxxA.G. Xxxxxxx & Xons, Xxxxxx & Xxxxxxxx Securities Corporation Inc. ("DLJEdwaxxx"), ) xas delivered to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the consideration Company its written opinion that the Offer Consideration to be paid received by the holders of Company Common Stock in the Offer and in the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholdersholders. Upon commencement The Board of Directors of the Company shall not withdraw, modify or amend its approval or recommendation of the Offer, this Agreement, the Stockholders Agreement or the Merger unless the Board of Directors of the Company shall conclude in good faith upon the advice of counsel that such action is required under applicable law for the discharge of such Board's fiduciary duties. The Company hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 1.3. The Company hereby agrees to file with the SEC simultaneously with the filing by Parent and Sub of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the such recommendations of its the Board of Directors of the Company in favor of the Offer and the Merger and otherwise complying with Rule 14d-9 under the Exchange Act. The Schedule 14D-9 shall permit comply in all material respects with the inclusion Exchange Act and any other applicable law and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Offer Documents of such recommendations, in each case subject to Exchange Act and the fiduciary duties of the Board of Directors of the Companyrules and regulations thereunder and any other applicable law. The Company, IHK Parent and Merger Sub will each agree promptly to correct any information provided by them for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respect, respect and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK Parent, Sub and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to its the filing thereof with the SEC. The In connection with the Offer, the Company agrees shall promptly furnish, or cause its transfer agent to provide IHK furnish, Parent with any comments that may be received from mailing labels, security position listings and all available listings or computer files containing the SEC names and addresses of the record holders of the Company Common Stock as of the latest practicable date and shall furnish, or cause its transfer agent to furnish, Parent with such information and assistance (including updated lists of stockholders, mailing labels and lists of security positions) as Parent or its staff with respect agents may reasonably request in communicating the Offer to the Schedule 14D-9 record and beneficial holders of Company Common Stock. Subject to the requirements of applicable law, and except for such actions as are necessary to disseminate the Offer Documents and any amendments thereto, promptly after receipt thereof.other documents necessary to consummate the Offer

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its Board of Directors (the Company Board, at a meeting duly called and held), has has, subject to the terms and conditions set forth herein, unanimously (iA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") are fair to and in the best interests of the holders of the Shares and approved the Transactions, and (B) declared this Agreement and the Merger advisable and resolved to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger and (ii) resolved PricewaterhouseCoopers Securities LLC (the "Financial Advisor") has delivered to approve the Company Board its written opinion (or oral opinion to be confirmed in writing) that the consideration to be received by holders of Shares pursuant to the Offer and the Merger and recommend (is fair from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to its fiduciary duties after taking into account advice prior review and consent by such Financial Advisor (such consent not to be unreasonably withheld), the inclusion of legal counselsuch fairness opinion (or a reference thereto) acceptance in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 1.8. The Company hereby consents to the inclusion in the Offer Documents of the Offer and approval and adoption of this Agreement by such stockholders recommendations of the CompanyCompany Board described in this Section 1.2(a). The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are, (iii) taken all necessary steps assuming that Parent and its affiliates do not own any Shares, sufficient to render the relevant provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment Tender Agreements (as defined belowin Section 8.4(b), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that On the date the Offer and Documents are filed with the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the OfferSEC, the Company shall file or cause to be filed with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, amendments and supplements thereto, the "“Schedule 14D-9"”) containing that, subject to Section 5.4(d)(i) and Section 5.4(d)(ii), shall contain and reflect the recommendations Company Board Recommendation and include a notice of its Board of Directors appraisal rights in favor accordance with Section 262 of the Offer DGCL. Prior to such filing and the Merger stockholder dissemination described below, the Company shall set the 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 agrees that it will cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and all other applicable Laws and contain notice of appraisal rights in compliance with Section 262 of the DGCL. Each of Purchaser and Parent shall permit promptly furnish to the inclusion Company in writing all information concerning Purchaser and Parent that may be required by applicable Law to be set forth in the Offer Documents of such recommendations, Schedule 14D-9 or reasonably requested in each case subject connection with any actions contemplated by this Section 1.2(a). The Company shall cause the Schedule 14D-9 to be filed with the SEC pursuant to this Section 1.2(a) to be disseminated to the fiduciary duties Company’s stockholders as and to the extent required by the Exchange Act concurrently with the dissemination of the Schedule TO to the holders of Company Common Stock by Purchaser. Except with respect to any amendments filed in connection with an Acquisition Proposal or after a Change in Company Board of Directors Recommendation, the Company agrees to provide Purchaser, Parent and their counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Purchaser, Parent and their counsel. Each of the Company. The Company, IHK Purchaser and Merger Sub will Parent agrees to promptly correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes such information shall have become false or misleading in any material respect, and the . The Company will 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 of Company Common Stockthe Company’s stockholders, in each case as and to the extent required by applicable lawLaw; provided, however, that any such filing of the corrected Schedule 14D-9 shall not, unless otherwise agreed by the Company and Parent, waive, extend or restart the notice period for purposes of Section 262(d)(2) of the DGCL. IHK and Upon receipt of any written or oral comments or requests for amendments or supplements by the Company or its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 14D-9, the Company agrees to (i) promptly provide Purchaser, Parent and their counsel with a copy of any such written comments or requests for amendments or supplements (or a description of any such oral comments); (ii) provide Purchaser, Parent and their counsel a reasonable opportunity to comment on any proposed response thereto, promptly after receipt thereofand to give reasonable and good faith consideration to any such comments made by Purchaser, Parent and their counsel prior to responding to any such comments or requests; (iii) provide Parent and its counsel an opportunity to participate with the Company or its counsel in any material discussions or meetings with the SEC or its staff; and (iv) provide Purchaser or Parent with copies of any written comments or responses submitted by the Company in response thereto.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer (the “Company Recommendation”) and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held)held at which a quorum was present throughout, has unanimously (i) determined that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) resolved to approve approved the Offer and adopted this Agreement in accordance with the Merger and recommend DGCL, (subject to its fiduciary duties after taking into account advice of legal counseliii) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company’s stockholders (if such approval and adoption are required by applicable Law), and (iiiiv) taken all other action necessary steps to render Section 203 of the Delaware General Corporation Law (DGCL and the "DGCL") Rights inapplicable to the Offer and the Merger; provided, (iv) resolved however, that the Company Recommendation may be withdrawn, modified or amended only prior to elect not the acceptance for payment of Common Shares pursuant to be subjectthe Offer, and only to the extent permitted by law, Section 6.2. The Company hereby consents to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.2(a).

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) its Board of Directors (at a meeting or meetings duly called and held), held prior to the date hereof) has (iA) determined that the terms of each of the Offer and the Merger (as hereinafter defined) are advisable and fair to to, and in the best interests of of, the stockholders shareholders of the Company, (iiB) resolved to approve approved and adopted this Agreement and the transactions contemplated hereby (including the Offer and the Merger and Merger) (C) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of the plan of merger (as such term is used in Section 14A:10-1 of the Corporation Law and attached as Exhibit B hereto (the "PLAN OF MERGER")) contained in this Agreement by such stockholders the shareholders of the CompanyCompany and directed that the Plan of Merger be submitted to the shareholders of the Company for approval, (iiiD) taken all necessary steps to render Section 203 the New Jersey Shareholders Protection Act (Sections 14A:10A-1 to 14A:10A-9 of the Delaware General Corporation Law (the "DGCL"Law) inapplicable to Parent and Purchaser and to the Merger, Merger and the acquisition of Shares pursuant to the Offer and (ivE) resolved to elect not to be subjectelect, to the extent permitted by law, not to be subject to any state "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover law other than Section 203 laws and regulations (collectively, "TAKEOVER LAWS") of the DGCL any jurisdiction that may purport to be applicable to this Agreement (PROVIDED, HOWEVER, that prior to the purchase of any Shares pursuant to the Offer, such consent, determination, recommendation, rendering and election by the Merger Company's Board of Directors specified in Section 1.02(a)(i) above may be withdrawn, modified, rescinded or amended if the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment Company's Board of Directors determines to accept a Superior Proposal (as defined in Section 6.02(f) below)), and (bii) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Prudential Securities Corporation Incorporated ("DLJPRUDENTIAL"), the Company's financial advisor, has advised delivered to the Company's Board of Directors that, in their opinion, an opinion to the effect that the consideration to be paid in the Offer and the Merger to the Company's stockholders shareholders is fair, from a financial point of view, to such stockholdersshareholders. Upon commencement of the Offer, the The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall hereby represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of Prudential in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 Proxy Statement (as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofdefined below).

Company Actions. (a) The Company hereby approves of, and consents to, the Offer. The Company shall, contemporaneously with the commencement of the Offer and the filing of the Purchaser’s Schedule TO, file with the SEC and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 shall set forth, and the Company hereby represents and warrants warrants, that (a) its Board of Directors (the Board, at a meeting duly called and held), has unanimously: (i) determined that this Agreement, the Offer Offer, and the Merger are fair to and in the best interests of the stockholders of the Company, ’s stockholders; (ii) resolved to approve approved this Agreement, the Offer Offer, and the Merger and the transactions contemplated hereby and thereby and declared the advisability of this Agreement; (iii) approved this Agreement, the Offer, and the Merger in accordance with Section 203 of the DGCL; and (iv) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer Offer, the tendering of their Shares to Purchaser, and approval of the Merger and the adoption of this Agreement by such stockholders of the Company’s stockholders; provided, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Mergerhowever, (iv) resolved to elect not to that such recommendation and approval may be subjectwithdrawn, modified, or amended to the extent permitted by law, that the Board determines in good faith (after having consulted with outside legal counsel) that such action is necessary in order for its directors to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in comply with their opinion, the consideration to be paid in the Offer and the Merger fiduciary duties to the Company's ’s stockholders is fair, from a financial point of view, under applicable law. The Company consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, the recommendations and approvals referred to in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false this Section 1.02 without modification or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofamendment.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) the making of any offer and proposal and the taking of any other action by Parent or Sub in connection with this Agreement, the Company Option Agreement and the Stockholder Option Agreements and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Confidentiality Agreement, dated November 3, 1997, between Parent and the Company (the "CONFIDENTIALITY AGREEMENT"), (ii) its Board of Directors (at a meeting meetings duly called and held), ) has unanimously (iw) determined that the Offer and the Merger (as hereinafter defined) are fair to and in the best interests of the Company and the stockholders of the Company, (iix) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by such stockholders of the Company; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended if the Company's Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that it is required to do so in the exercise of its fiduciary obligations under applicable law, (iiiy) taken all necessary steps to render the restrictions of Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, the Company Option Agreement, the Stockholder Option Agreements and the acquisition of Shares pursuant to the Offer and the Options and (ivz) resolved to elect not to be subjectelect, to the extent permitted by law, not to be subject to any state takeover law "moratorium," "control share acquisition," "business combination," "fair price" or other than Section 203 form of the DGCL antitakeover laws and regulations (collectively, "TAKEOVER LAWS") of any jurisdiction that may purport to be applicable to the Offerthis Agreement, the Merger Company Option Agreement, or the transactions contemplated by this Agreement Stockholder Option Agreements and (viii) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Securities Corporation Xxxxx ("DLJXXXXXXXX"), the Company's independent financial advisor, has advised the Company's Board of Directors that, in their its opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. Section 1.2.1 The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares, as promptly as reasonably practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held)held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) resolved to approve approved the Offer and this Agreement in accordance with the Merger and recommend DGCL, (subject to its fiduciary duties after taking into account advice of legal counselC) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company’s stockholders (if such adoption is required by applicable law), and (iiiD) taken all action necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than restrictions on business combinations contained in Section 203 of the DGCL that may purport to be applicable inapplicable to the Offer, the Merger and the Ancillary Agreements; provided, however, that such recommendation and approval may be withdrawn, modified or amended solely to the transactions contemplated extent permitted by this Agreement Section 5.4.3. In addition, the Schedule 14D-9 will set forth, and (v) approved the Company Rights Agreement Amendment (as defined below)further represents, and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinionprior to the execution hereof, Capitalink, L.C. (the “Company Financial Advisor”) has delivered to the Company Board its written opinion that, as of July 26, 2005, the consideration to be paid in received by the holders of Shares pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, holders of Shares from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board described in this Section 1.2.1 and the terms of Directors the opinion of the Company Financial Advisor. Each of the Company. The Company, IHK on the one hand, and Merger Sub will Parent and the Purchaser, on the other hand, agree promptly to correct any material information provided by either of them for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respectmisleading, and the Company will 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 of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities laws. IHK Parent and the Purchaser shall provide the Company and its counsel shall be given with a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with copy of any written comments or telephonic notification of any oral comments that Parent, the Purchaser or their counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any amendments theretosuch comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent, the Purchaser or their counsel. The Company shall provide Parent, the Purchaser and their counsel with a copy of any written comments or telephonic notification of any oral comments that the Company or its counsel may receive from the SEC or its staff with respect to the Offer promptly after receipt thereof, shall consult with Parent, the Purchaser and their counsel prior to responding to any such comments, and shall provide Parent, the Purchaser and their counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Company or its counsel.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the unanimous recommendation of the Company Board that holders of Common Shares tender their Common Shares pursuant to the Offer (the “Company Recommendation”) and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held)held at which a quorum was present throughout, has unanimously (i) determined that approved the Offer and the Merger are and adopted this Agreement in accordance with the OBCA, (ii) determined that each of the transactions contemplated hereby, including each of the Offer and the Merger, is fair to and in the best interests of the stockholders Company and its shareholders, (iii) recommended that the Company’s shareholders accept the Offer tender their Common Shares to the Purchaser and approve the Merger and this Agreement, (iv) taken all action necessary to render Sections 60.801 through 60.816 and 60.825 through 60.845 of the Company, (ii) resolved OBCA and the Rights inapplicable to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counselv) acceptance of elected that the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, the extent of the Company Board’s power and authority and to the extent permitted by lawLaw, not be subject to any state takeover law other than Section 203 Takeover Laws of the DGCL any jurisdiction that may purport to be applicable to the Offer, the Merger Merger, this Agreement or the transactions contemplated by this Agreement and (v) approved hereby; provided, however, that the Company Rights Agreement Amendment (as defined below)Recommendation may be withdrawn, modified or amended only prior to the acceptance for payment of Common Shares pursuant to the Offer, and (b) Xxxxxxxxxonly to the extent permitted by Section 6.2. The Company Board has received the opinion of Xxxxxxx, Xxxxxx Sachs & Xxxxxxxx Securities Corporation ("DLJ")Co., the Company's ’s financial advisor, has advised to the Company's Board of Directors effect that, in their opinionas of October 13, 2007, the consideration to be paid in received by the holders of Common Shares (other than Parent and its Affiliates) pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.2(a).

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants that (a) its Board board of Directors (directors, at a meeting duly called and held)held or pursuant to unanimous written action, has has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company, Company and its shareholders; (ii) resolved to approve approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance Merger, in accordance with the requirements of the Offer and approval and adoption of this Agreement by such stockholders of the CompanyWest Virginia Business Corporation Act (“WVBCA”), (iii) taken all necessary steps to render Section 203 of approved the Delaware General Corporation Law (Tender and Voting Agreement and the "DGCL") inapplicable to the Merger, transactions contemplated thereby (iv) resolved to elect not recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to be subjectthe Offer and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”) and (v) irrevocably resolved to elect, to the extent of the Company’s board of directors’ power and authority and to the extent permitted by law, not to be subject to any state other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover law other than Section 203 laws and regulations (collectively, “Takeover Laws”) of the DGCL any jurisdiction that may purport to be applicable to this Agreement or the Offer, the Merger Tender and Voting Agreement or the transactions contemplated by this Agreement hereby and (v) approved thereby. Finally, the Company Rights Agreement Amendment represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the treatment of Company Options (as defined in Section 3.2(b) below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company's financial advisor, has advised Company hereby consents to the Company's inclusion of the Company Board of Directors that, in their opinion, the consideration to be paid Recommendation in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) Company shall, as promptly as practicable (but after affording Purchaser and its Board of Directors (at counsel a meeting duly called reasonable opportunity to review and held), has (i) determined that the Offer comment thereon and the Merger are fair giving good faith consideration to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to any comments made by Purchaser or its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC and mail to the holders of Shares, as promptly as practicable on the date of the filing by Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing reflecting the recommendations recommendation of its the Board of Directors in favor of Company that holders of Shares tender their Shares into the Offer and shall disseminate the Merger Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and Company hereby represents, that the Board of Directors of Company, at a meeting duly called and held at which a quorum was present throughout, has (i) unanimously determined by vote of its directors in attendance that the Offer is fair to and in the best interests of Company and its shareholders, (ii) adopted and approved this Agreement in accordance with the PCC and the SRC and (iii) resolved to recommend to the holders of the Shares to accept the Offer, and tender their Shares into the Offer (the “Company Recommendation”). The recommendation of Company’s Board of Directors described in this section shall permit not be withdrawn or modified except in accordance with the terms of this Agreement. Company further represents that, prior to the execution hereof, Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) has delivered to the Board of Directors of Company its opinion that, as of the date of such opinion, the consideration to be received by the holders of Shares pursuant to the Offer is fair from a financial point of view to such holders (other than Purchaser or any of its Affiliates (as defined in Section 2.1(a)). Company hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Board of Directors of the CompanyCompany described in this Section 1.2(a). The Company, IHK Company also represents to Purchaser and Merger Sub will promptly correct any information provided by them for use authorizes Purchaser to state in the Schedule 14D-9 Offer Documents, that becomes false or misleading in any material respect, all directors and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares executive officers of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment who have knowledge of this Agreement on the Schedule 14D-9 prior date hereof have advised that they intend to its filing with tender all Shares they own into the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that On the Offer and the Merger are fair to and in the best interests date of the stockholders filing of the Company, (ii) resolved to approve Schedule TO with the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the OfferSEC, the Company shall shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "“Schedule 14D-9"”) containing that shall, subject to the recommendations provisions of Section 5.3, contain the Company Board Recommendation. The Company shall include in the Schedule 14D-9 a notice of appraisal rights in accordance with Section 262 of the DGCL. The Company shall also include in the Schedule 14D-9, and represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its Board entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Directors in favor Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby approves and consents to the Offer and the Merger hereby approves and shall permit consents to the inclusion in the Offer Documents of such recommendationsa description of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares, in each case subject as and to the fiduciary duties extent required by the Exchange Act. To the extent requested by the Purchaser, the Company shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Board Offer Documents disseminated to the holders of Directors of the CompanyShares. The Company, IHK on the one hand, and Merger Sub will Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by them it for use in the Schedule 14D-9 14D-9, if and to the extent that becomes it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and the Company will take all steps necessary 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 of Company Common StockShares, in each case as and to the extent required by applicable lawLaw. IHK Parent and its the Purchaser shall promptly furnish to the Company in writing all information concerning Parent and the Purchaser that may be required by applicable securities Laws or reasonably requested in writing by the Company for inclusion in the Schedule 14D-9. Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel. The In addition, the Company agrees shall provide Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to provide IHK with any comments that may be received time from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofof such comments, and any written or oral responses thereto. Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has by the unanimous vote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to and in the best interests of the stockholders of the Company, Company and its stockholders; (ii) resolved to approve approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger and Merger, in accordance with the requirements of the MGCL; (iii) resolved to recommend (subject to its fiduciary duties after taking into account advice that the stockholders of legal counsel) acceptance of the Company accept the Offer and approval tender their shares of Company Common Stock to Merger Subsidiary pursuant to the Offer and adoption (iv) to the extent required by the MGCL, approved and directed that the Merger be submitted for consideration at a meeting of this Agreement by such the Company’s stockholders as contemplated hereby (the unanimous recommendation of the Company Board that the stockholders of the CompanyCompany accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to if applicable, approve the Merger, (iv) resolved being referred to elect not to be subject, collectively as the “Board Recommendation”). Except to the extent expressly permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and 7.03: (vA) approved the Company Rights Agreement Amendment Board (as defined below), and it may be constituted on the date hereof) shall unanimously make the Board Recommendation; (bB) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendations of its Board of Directors Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw amend or modify, or publicly propose to withhold, withdraw, amend or modify, in favor a manner adverse to Parent or Merger Subsidiary, the Board Recommendation. Subject to Section 7.03, the Company consents to the inclusion of the Offer and the Merger and shall permit the inclusion Board Recommendation in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. The Company hereby consents to the Offer and the Merger and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has unanimously (i) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger Merger, and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance such approval constitutes approval of the Offer and approval and adoption foregoing for purposes of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law Law, as amended (the "DGCL"), and for purposes of Article Nine of the Company's Amended and Restated Certificate of Incorporation, (iii) inapplicable resolved to recommend (x) acceptance of the Offer, (y) approval and adoption of this Agreement (if required) and (z) approval of the Merger, (iv) resolved to elect not to be subject, to by the extent permitted by law, to any state takeover law other than Section 203 holders of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Common Stock, and (b) Xxxxxxxxx, Dean Xxxxxx & Xxxxxxxx Securities Corporation Xxx. (the "DLJFinancial Advisor"), ) has delivered to the Company's financial advisor, has advised the Company's Board of Directors of the Company its written opinion that, in their opinionas of such date and based upon and subject to the matters set forth therein, the consideration Offer Consideration to be paid received by the holders of Company Common Stock (other than Parent, Sub and any other Subsidiary of Parent) in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholdersholders. Upon commencement The Company acknowledges and agrees that the Board of Directors of the Company may not withdraw, modify or amend its approval or recommendation of the Offer, this Agreement, the Stockholders Agreement or the Merger except in accordance with Section 5.1(e)(ii). The Company shall hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 1.3. The Company hereby agrees to file with the SEC SEC, simultaneously with the filing by Parent and Sub of the Schedule 14D-1 (or promptly after such filing), a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the such recommendations of its the Board of Directors of the Company in favor of the Offer and the Merger and shall permit otherwise complying with Rule 14d-9 under the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the CompanyExchange Act. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 shall comply in all material respects with the Exchange Act and any other applicable law and shall contain (or shall be amended in a timely manner to contain) all information that becomes false or misleading is required to be included therein in any material respect, accordance with the Exchange Act and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC rules and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.regulations promulgated thereunder

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board the Company Board, based on the unanimous recommendation of Directors (at a meeting duly called and held)the Special Committee, has (i) approved this Agreement, (ii) determined that each of the Agreement, the Offer and the Merger are advisable and fair to to, and in the best interests of of, the stockholders of the CompanyCompany (other than Parent, the Offer Affiliates and Merger Sub), (iiiii) received the opinion of Xxxxxx Brothers, Inc., financial advisor to the Company (the "FINANCIAL ADVISOR"), to the effect that, subject to the assumptions therein stated, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as hereinafter defined) pursuant to the Merger is fair to the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub) from a financial point of view, (iv) resolved to approve the Offer, the Merger and this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "TRANSACTIONS") (such approval and recommend adoption having been made in accordance with the MGBCL (subject to its fiduciary duties after taking into account advice of legal counselas hereinafter defined)), and (v) recommended acceptance of the Offer and Offer, and, if applicable, the approval and adoption of this Agreement by such stockholders of the Company. The Company further represents and warrants that (x) the Special Committee has been duly authorized and constituted, and (iiiy) taken all necessary steps to render Section 203 the Special Committee, at a meeting thereof duly called, unanimously determined that the terms of the Delaware General Corporation Law (the "DGCL") inapplicable to the Mergereach of this Agreement, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the other transactions contemplated by this Agreement are advisable and (v) approved fair to, and in the best interests of, the stockholders of the Company Rights Agreement Amendment (as defined belowother than Parent, the Offer Affiliates and Merger Sub), and unanimously determined to recommend that the Company Board (b1) Xxxxxxxxxapprove this Agreement and the transactions contemplated hereby, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")2) determine that each of this Agreement, the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger is advisable and fair to, and in the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (3) recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and (4) recommend that the Company's stockholders is fairapprove and adopt this Agreement, from a financial point of view, to such stockholdersif applicable. Upon commencement of the Offer, the The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations has been advised by each of its Board of Directors directors that each such person either intends to tender pursuant to the Offer all Shares owned by such person or vote all Shares owned by such person in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofMerger.

Company Actions. (a) The Company hereby consents shall file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has (i) determined by unanimous vote of its directors that the Offer and the Merger are Merger, is fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) resolved to approve approved the Offer and adopted this Agreement in accordance with the Merger and recommend GCL, (subject to its fiduciary duties after taking into account advice of legal counseliii) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company's stockholders (if such approval is required by applicable law), and (iiiiv) taken all other action necessary steps to render Section 203 of the Delaware General Corporation Law (GCL and the "DGCL") Rights inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger and the Support Agreements; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the transactions contemplated by this Agreement and (v) approved extent that the Company Rights Agreement Amendment (as defined below)Board determines in good faith and on a reasonable basis, and (b) Xxxxxxxxxafter consultation with its outside counsel, Xxxxxx & Xxxxxxxx Securities Corporation that failure to take such action would be a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Saloxxx Xxxxx Xxxney ("DLJSSB"), the Company's financial advisor, has advised delivered to the Company's Company Board its opinion, and as of Directors the date hereof will deliver its written opinion, to the effect that, in their opinionas of the date of this Agreement, the cash consideration to be paid received by the holders of Common Shares (other than Common Shares held by Parent or any of its affiliates, in the treasury of the Company or by any wholly-owned subsidiary of the Company) pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view. The Company further represents and warrants that it has been authorized by SSB to permit, subject to prior review and consent by SSB (such stockholders. Upon commencement of the Offerconsent not to be unreasonably withheld), the Company shall file with inclusion of such opinion (or a reference thereto) in the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (Offer Documents and -3- 8 in the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit . The Company hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.2(a).

Company Actions. The Company hereby consents to the ---------------- Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has unanimously (ia) determined that the Offer and the Merger are fair to the stockholders of the Company and are in the best interests of the stockholders of the Company, (iib) resolved to approve approved this Agreement, the Offer and Offer, the Merger and recommend the other Transaction Agreements, including for purposes of Section 203 of the DGCL, and (subject to its fiduciary duties after taking into account advice of legal counselc) recommended acceptance of the Offer and approval and adoption of this Agreement and the Merger by such the stockholders of the Company, (iii) taken all necessary steps to render Section 203 Company which approval constitutes approval of each of the Delaware General Corporation Law (Transactions for purposes of the "applicable provisions of the DGCL") inapplicable . The Financial Advisor has delivered to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the Company its opinion that the consideration to be paid received by the holders of shares of Company Common Stock in the Offer and the Merger is fair to the Company's stockholders is fair, holders of shares of Company Common Stock from a financial point of view, . The Company hereby agrees to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") containing such recommendation with the recommendations SEC (and -------------- the information required by Section 14(f) of its the Exchange Act) and to mail such Schedule 14D-9 to the stockholders of the Company; provided that such -------- recommendation may be withdrawn, modified or amended by the Company's Board of Directors in favor of only to the extent permitted by Section 7.03(b). Such Schedule 14D-9 shall be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors Documents. Each of the Company. The Company, IHK Parent, and Merger Sub will Purchaser agrees promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respect, and the Company will 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 of Company Common Stock, in each case case, as and to the extent required by applicable lawfederal securities Laws. IHK The Company agrees to give Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide IHK Purchaser and its counsel in writing with any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after the receipt thereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has (i) unanimously determined that each of this Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) resolved received the opinion of Raymxxx Xxxex & Xssociates, Inc. ("RAYMXXX XXXEX"), financial advisor to approve the Company, to the effect that the Offer and the Merger and recommend (subject are fair to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the CompanyCompany from a financial point of view, (iii) taken all necessary steps to render approved this Agreement and the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger (collectively, the "TRANSACTIONS"), and such approval constitutes approval of the Offer, this Agreement, the Stockholder Agreements and the Transactions for purposes of Section 203 of the Delaware General Corporation Law Law, as amended (the "DGCL") inapplicable ), such that Section 203 of the DGCL will not apply to the Merger, Transactions and (iv) resolved to elect not to be subjectrecommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the extent permitted by Purchaser and approve and adopt this Agreement and the Merger; PROVIDED, THAT such recommendation may be withdrawn, modified or amended if, in the opinion of the Company Board, only after receipt of written advice from independent legal counsel, failure to withdraw, modify or amend such recommendation would result in the Company Board violating its fiduciary duties to the Company's stockholders under applicable law, . The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection herewith and therewith are sufficient to any state takeover law other than render the relevant provisions of such Section 203 of the DGCL that may purport to be applicable inapplicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofStockholders Agreements.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has (i) unanimously determined that each of this Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) resolved received the opinion of Neidiger\Tuckxx\Xxxnxx, Xxc. ("Financial Advisor"), financial advisor to approve the Company, to the effect that the Offer and the Merger and recommend (subject are fair to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of (iii) approved this Agreement and the OfferStockholder Agreements and the transactions contemplated hereby and thereby, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of including the Offer and the Merger (collectively, the "Transactions"), and shall permit such approval constitutes approval of the inclusion Offer, this Agreement, the Stockholder Agreements and the Transactions for purposes of Section 912 of the New York Business Corporation Law, as amended (the "NYBCL"), such that Section 912 of the NYBCL will not apply to the Transactions and (iv) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and, if necessary, approve and adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended if, in the Offer Documents opinion of the Company Board, only after receipt of written advice from independent legal counsel, failure to withdraw, modify or amend such recommendations, recommendation would result in each case subject the Company Board violating its fiduciary duties to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by 's stockholders under applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection herewith and therewith are sufficient to provide IHK with any comments that may be received from render the SEC or its staff with respect relevant provisions of such Section 912 of the NYBCL inapplicable to the Schedule 14D-9 Offer, the Merger and any amendments thereto, promptly after receipt thereofthe Stockholders Agreements.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a1) its Board of Directors (at a meeting duly called and held), has ) unanimously (i) determined that each of this Agreement, the Transaction Option Agreement, the Stockholders' Agreement, and the transactions contemplated hereby and thereby, including the Offer and the Merger Merger, are advisable and are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve approved the execution, delivery and performance of this Agreement, the Transaction Option Agreement, and the Stockholders' Agreement and the consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger and recommend the acquisition of Shares pursuant thereto, and such approval constitutes approval of the foregoing for purposes of Section 203 of the Delaware General Corporation Law (as amended, the "DGCL") such that the Offer, the Merger, this Agreement, the Transaction Option Agreement and the Stockholders' Agreement are not and shall not be subject to its fiduciary duties after taking into account advice any restriction pursuant to Section 203 of legal counselthe DGCL, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by such stockholders the holders of Company Common Stock (the Company, recommendations referred to in this clause (iii) taken all necessary steps are collectively referred to render Section 203 of the Delaware General Corporation Law (in this Agreement as the "DGCLRecommendations") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b2) Xxxxxxxxx, Xxxxxx Goldman Sachs & Xxxxxxxx Securities Corporation ("DLJ"), Co. has delivered to the Company's financial advisor, has advised the Company's Board of Directors of the Comxxxx xxs xxxxten opinion that, in their opinionas of the date hereof, the consideration to be paid received by the holders of Company Common Stock in the Offer and the Merger pursuant to the Company's stockholders this Agreement is fair, from a financial point of view, to such stockholdersholders. Upon commencement of the Offer, the The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendationsthe Recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information withdrawal or modification thereof as provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECSection 6.3(b). The Company agrees has been advised that all of its directors and executive officers presently intend to provide IHK with any comments that may be received from the SEC or its staff with respect tender their Shares pursuant to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. The Company hereby approves and consents to the Offer and represents and warrants that (a) its Board board of Directors (directors, at a meeting duly called and held)held or pursuant to unanimous written action, has has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company, Company and its shareholders; (ii) resolved to approve approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance Merger, in accordance with the requirements of the Offer and approval and adoption of this Agreement by such stockholders of the CompanyMinnesota Business Corporation Act (“MBCA”), (iii) taken all necessary steps resolved to render Section 203 recommend that shareholders of the Delaware General Corporation Law Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and adopt and approve this Agreement and the Merger (the "DGCL") inapplicable to the Merger“Company Board Recommendation”), (iv) resolved to elect not to be subject, to approved the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or Tender and Voting Agreement and the transactions contemplated by this Agreement thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company Rights Agreement Amendment further represents that, at a meeting duly called and held, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (as defined below)the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and (b) XxxxxxxxxAcquisition Co., Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")this Agreement, the Company's financial advisorTender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in including the Offer and the Merger Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement Offer or the Merger or any of the Offerother transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company shall file with represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 treatment of Company Options (as defined in Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the "Schedule 14D-9") containing Company hereby consents to the recommendations of its Board of Directors in favor inclusion of the Offer and the Merger and shall permit the inclusion Company Board Recommendation in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. The (a) Company hereby approves of and consents to the Offer and represents and warrants that (ai) its Board of Directors (Directors, at a meeting duly called and held), has (iA) determined that this Agreement and the transactions contemplated hereby (including the Offer and the Merger Merger) are fair to and in the best interests of the stockholders of the Company and Company's stockholders, (iiB) resolved to approve approved this Agreement and the transactions contemplated hereby (including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the CompanyMerger), (iiiC) taken all necessary steps to render assuming that neither Parent nor Newco is an Interested Stockholder (as such term is defined in Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable ), immediately prior to the MergerBoard of Directors of Company taking the actions described in this Section 1.02, (iv) resolved taken all other actions necessary to elect not to be subject, to render the extent permitted by law, to any state takeover law other than restrictions on business combinations contained in Section 203 of the DGCL that may purport to be applicable inapplicable to the Offer, the Merger or Merger, this Agreement and the Stockholder Agreement, and the transactions contemplated by hereby and thereby and (D) resolved to recommend that the stockholders of Company accept the Offer, tender all their shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement and the transactions contemplated hereby (vprovided, however, that such recommendation may be modified, withdrawn or amended, but only to the extent that Company complies with the provisions of Section 6.07) approved the Company Rights Agreement Amendment (as defined below), and (bii) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Credit Suisse First Boston Corporation ("DLJFirst Boston"), ) has rendered to the Company's financial advisor, has advised the Company's Board of Directors that, in their of Company its opinion, the consideration as described in Section 4.01(o). Company hereby consents to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company's Board of Directors described in clause (i)(D) above, and has obtained the consent of First Boston to the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use inclusion in the Schedule 14D-9 that becomes false or misleading (as defined in any material respect, and Section 1.02(b)) of a copy of the Company will take all steps necessary written opinion referred to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofclause (ii) above.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (the Company's Board, at a meeting duly called and held), has has, subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, taken together, are fair to and in the best interests of the Company and its stockholders of the Company(other than Parent and its Affiliates), (ii) resolved to approve approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, in all respects and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance such approval constitutes approval of the Offer and approval and adoption of Offer, this Agreement by such stockholders and the Merger for purposes of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger), and (iviii) resolved to elect recommend that the ---- stockholders of the Company accept the Offer, tender their Shares thereunder to Parent and approve and adopt this Agreement and the Merger; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the extent that the Company's Board determines in good faith, after taking into consideration the advice of its outside legal counsel, that failure to take such action is likely to result in a breach of the fiduciary obligations of the Company's Board under applicable law. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company's Board has reviewed the opinion of BT Alex. Xxxxx, Incorporated, financial advisor to the Company's Board (the "Financial --------- Advisor"), that, as of the date of this Agreement, the consideration to be ------- received pursuant to this Agreement is fair to the stockholders of the Company (other than Parent, FD and their respective Affiliates) from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the ---------------- Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be subjectunreasonably withheld), to the extent permitted by law, to any state takeover law other than Section 203 inclusion of the DGCL that may purport to be applicable to Fairness Opinion (or a reference thereto) in the OfferOffer Documents, the Merger or Schedule 14D-9 (as defined below) and the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment Proxy Statement (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its the Company Board and a special committee of Directors the Company Board formed in accordance with Section 302A.673 of the MBCA (the "SPECIAL COMMITTEE") (each at a meeting duly called and held), has ) have (i) determined that this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of Company and the CompanyShareholders, (ii) resolved to approve approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, and, assuming the accuracy of Parent's and Purchaser's representation in Section 4.8, such approval is sufficient to render Sections 302A.671, 302A.673 and 302A.675 of the MBCA inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), Shareholders and (b) Xxxxxxxxx, Xxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Securities Corporation Inc. ("DLJSSB"), ) has delivered to the Company's financial advisor, has advised Company Board the Company's Board of Directors that, opinion described in their opinion, Section 3.20. The Company hereby consents to the consideration to be paid inclusion in the Offer and Documents of the Merger recommendation referred to in this Section 1.3, provided, however, that the Company Board may withdraw, modify or change such recommendation to the Company's stockholders is fairextent, from a financial point of viewand only to the extent and on the conditions, to such stockholdersspecified in Section 5.2(b). Upon commencement of the Offer, the The Company shall will file with the SEC simultaneously with the filing by Parent and Purchaser of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (the together with all amendments and supplements thereto, "Schedule SCHEDULE 14D-9") containing the such recommendations of its the Company Board of Directors in favor of the Offer and the Merger Merger, subject to the rights of the Company Board set forth in Section 5.2(b). The Company represents, warrants and shall permit covenants that the Schedule 14D- 9 will comply in all material respects with the Exchange Act and any other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws, provided, however, (i) that no representation, warranty or covenant is made or will be made herein by the Company with respect to information supplied by Parent or Purchaser expressly for inclusion in, or information extracted from Parent's public SEC filings which is incorporated or included in, the Schedule 14D-9 (the "PARENT SEC INFORMATION"), and (ii) no representation, warranty or covenant is made or will be made herein by Parent or Purchaser with respect to information contained in the Schedule 14D-9 other than the Parent SEC Information (which Parent SEC Information will include the information furnished by Parent as contemplated by the next sentence). The Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's Designees as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder and will use its reasonable best efforts to have the Schedule 14D-9 available for inclusion in the initial mailing (and any subsequent mailing) of the Offer Documents of such recommendations, in each case subject to the fiduciary duties Shareholders. Each of the Board of Directors of the Company. The Company, IHK Company and Merger Sub Parent will promptly correct any information provided by them for use in the Schedule 14D-9 if and to the extent that it becomes false or misleading in any material respect, respect and the Company will further take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to holders of shares of Company Common Stockthe Shareholders, in each case as and to the extent required by applicable lawLaw. IHK Parent and its counsel shall will be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments theretothereto prior to the filing thereof with the SEC. In connection with the Offer, the Company will promptly after receipt thereoffurnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record Shareholders as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of the Shareholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial Shareholders. Subject to the requirements of applicable Law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser will, and will instruct each of their respective Affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with its terms, will deliver promptly to the Company all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. The Company hereby consents to the Offer and the Merger and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has (i) determined by the unanimous vote of the Directors that each of the Offer and the Merger are is fair to to, and in the best interests of, the holders of the stockholders of the CompanyCommon Stock, (ii) resolved to approve approved the Offer and the Merger and recommend adopted this Agreement in accordance with the provisions of the New York Business Corporation Law, (subject to its fiduciary duties after taking into account advice of legal counseliii) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders the shareholders of the Company, (iiiiv) taken all other applicable action necessary steps to render (x) Section 203 912 of the Delaware General New York Business Corporation Law and other state takeover statutes, (y) Article SEVENTH of the Company's Restated and Amended Certificate of Incorporation and (z) the Rights Agreement dated as of March 1, 1997 (the "DGCLRights Agreement") inapplicable to the Offer and the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), ; and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), Lehmxx Xxxthers has delivered to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the Company its opinion that the consideration to be paid in received by the holders of Common Stock, other than Parent and Sub, pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, such holders of Common Stock from a financial point of view, subject to the assumptions and qualifications contained in such stockholdersopinion. Upon The Company shall file with the Commission, as soon as practicable on the date of the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, (together with all amendments and supplements thereto, the "Schedule 14D-9l4D-9") ), containing the recommendations of its Board of Directors referred to in favor clause (a) of the Offer and the Merger preceding sentence and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause disseminate the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable lawRule 14d-9 under the Exchange Act. IHK Parent and its Sub and their counsel shall be given a reasonable the opportunity to review and comment on upon the Schedule 14D-9 l4D-9 prior to its filing with the SECCommission. 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 Commission and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Sub in writing for inclusion in the Schedule 14D-9. The Company agrees to provide IHK Parent and its counsel with any comments that the Company or its counsel may be received receive from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to participate, including by participating with the Company and its counsel in any discussions with the Commission or its staff, in the response of the Company to such comments. In connection with the Offer, the Company will promptly furnish Sub with mailing labels, security position listings and any amendments thereto, promptly after receipt thereof.available listing or computer list containing the names and

Company Actions. The Company hereby approves of and consents to the Offer Offer. The Schedule 14D-9 will set forth, and the Company hereby represents to Parent, Purchaser and warrants Merger Sub, that (a) its each of the Special Committee and the Board of Directors of the Company (upon the recommendation of the Special Committee), at a meeting meetings duly called and held), has (i) determined that each of the Offer and the Merger are is advisable, fair to and in the best interests of the Company's stockholders of the Company, (other than Parent and its subsidiaries); (ii) resolved to approve approved this Agreement and the transactions contemplated hereby, including, without limitation the Offer and the Merger Merger; and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL recommend that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of accept the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger and shall permit the inclusion in the Offer Documents of Merger; provided, however, that such recommendations, in each case subject recommendation may be withdrawn or modified to the fiduciary duties of extent that the Board of Directors of the Company. The , based on the recommendation of the Special Committee, determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company's stockholders under applicable law; (b) the Special Committee has received the written opinion of Xxxxxxx, IHK Sachs & Co., the financial advisor to the Special Committee ("Xxxxxxx Xxxxx"), dated the date of this Agreement (the "Fairness Opinion") to the effect that, as of such date, $34.75 per Share in cash to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders (it being acknowledged and agreed that the inclusion of the disclosure set forth in this clause (b) in the Company's Schedule 14D-9 shall be subject to consent of Xxxxxxx Sachs in accordance with its engagement letter with the Company); (c) the Special Committee, acting as the "Independent Directors" for purposes of Article IX of the Company Charter, has approved the transactions contemplated herein as exceptions to the Business Combination provisions in Article IX of the Company Charter; and (d) the Board of Directors of the Company and the Special Committee have taken all necessary action to render the restrictions in Section 203 of the DGCL inapplicable to this Agreement, the transactions contemplated by this Agreement, Parent, Purchaser, DNS and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofSub.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are is fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve (A) this Agreement, the Offer Merger, the issuance of Shares to the stockholders of the Sub in connection with the Merger (B) the amendment of the Company's Certificate of Incorporation as contemplated by Section 1.04 (the "Amendment Proposal"), and (C) the issuance of Shares (the "Stock Issuance Proposal") pursuant to the GranCare Merger contemplated by the amended and restated agreement and plan of merger (the "GranCare Merger Agreement") by and among GranCare, the Company, a wholly-owned subsidiary of the Company ("Merger Sub") and the Merger Parent, and to recommend (subject to its fiduciary duties after taking into account advice of as advised by legal counsel) acceptance of the Offer and approval and adoption of this Agreement Agreement, the Amendment Proposal and the Stock Issuance Proposal (collectively, the "Stockholder Approvals") by such the stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (DGCL and Article Tenth of the "DGCL") Company's Restated Certificate of Incorporation inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the OfferMerger, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Credit Suisse First Boston ("DLJCSFB") and NationsBanc Capital Markets, Inc. ("NationsBanc"), the Company's financial advisoradvisors, has have advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to or retained by the Company's stockholders in the Merger and the GranCare Merger is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. The Company hereby approves of and consents to the Offer Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The Company represents and warrants that (a) its the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held), has unanimously (i) determined that approved and declared advisable this Agreement and the Transactions, including the Offer and the Merger are fair to (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such that stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to Company accept the Offer, the tender their Shares to Merger or the transactions contemplated by Sub pursuant thereto and adopt this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"Agreement. Subject to Section 6.8(c), the Company's financial advisorCompany shall, has advised through the Company's Board Company Board, recommend that stockholders of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of Company accept the Offer, the tender their Shares to Merger Sub pursuant thereto and adopt this Agreement. The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described above. The Company also represents and warrants that (A) the Company Board has received the opinion of Mxxxxx Sxxxxxx & Co. Incorporated (the “Company Financial Advisor”), dated the date of this Agreement, to the effect that, as of such recommendationsdate, in each case and subject to the fiduciary duties various assumptions and qualifications set forth therein, the consideration to be received by the Company’s stockholders in the Offer and the Merger is fair to such holders from a financial point of view and (B) the Company has been authorized by the Company Financial Advisor to permit the inclusion of such opinion and/or references thereto in the Offer Documents and, together with a description of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stockfinancial analyses underlying such opinion, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments theretoProxy Statement, promptly after receipt thereofsubject to prior review and consent by the Company Financial Advisor (such consent not to be unreasonably withheld or delayed). Further, the Company represents and warrants that it has been informed that all directors and executive officers of the Company intend to tender all of their respective Shares, if any, in the Offer and that the Offer Documents may so state.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its Board of Directors (at a meeting duly called and held)held on December 17, 2000) has by the unanimous vote of all directors (iA) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company's stockholders, (iiB) resolved to approve approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, and such approval is sufficient to render the restrictions on "business combinations" (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (C) declared the advisability of this Agreement and resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders the holders of the CompanyShares; provided, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable however, that prior to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 consummation of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved Board of Directors of the Company Rights Agreement Amendment (as defined below)may modify, withdraw or change such recommendation to the extent that the Board of Directors, after receiving advice from outside counsel, concludes in good faith that such action is reasonably necessary in order for the Board of Directors to act in a manner consistent with the Board's fiduciary duties under applicable law, and (bii) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), Evercore Group Inc. has delivered to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the consideration Company its opinion that the Offer Consideration to be paid received by the holders of Shares in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholdersholders. Upon commencement of the Offer, the The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECimmediately preceding sentence. The Company agrees has been advised by its directors and executive officers that they either intend to provide IHK with any comments that may be received from the SEC or its staff with respect tender all Shares beneficially owned by them to Purchaser pursuant to the Schedule 14D-9 and any amendments theretoOffer or, promptly after receipt thereofif applicable, vote all such Shares in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s board of Directors (directors, at a meeting duly called and held), has by the unanimous vote of all directors of the Company: (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company, ’s stockholders; (ii) resolved to approve approved and adopted this Agreement and approved the Contemplated Transactions, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance Merger, in accordance with the requirements of the Offer and approval and adoption of this Agreement by such stockholders General Corporation Law of the Company, State of Delaware (the “DGCL”); (iii) taken all necessary steps to render Section 203 declared the advisability of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, this Agreement; (iv) resolved to elect not recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to be subjectAcquisition Sub pursuant to the Offer and, to the extent permitted by lawrequired to consummate the Merger, approve this Agreement (the unanimous recommendation of the Company’s board of directors that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and approve this Agreement being referred to as the “Company Board Recommendation”); (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in any state takeover law or other than Section 203 of Legal Requirement that might otherwise apply to the DGCL that may purport to be applicable to Stockholder Agreements, the Offer, the Merger or any of the transactions contemplated by other Contemplated Transactions; and (vi) directed that the approval of this Agreement and (v) approved be submitted to the stockholders of the Company, as promptly as practicable after the Acceptance Time, if required to consummate the Merger under the DGCL. Subject to Section 5.3, the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), consents to the Company's financial advisor, has advised inclusion of the Company's Company Board of Directors that, in their opinion, the consideration to be paid Recommendation in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. (a) The Company hereby consents shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Common Shares, as promptly as practicable on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has (i) determined by unanimous vote of its directors that each of the transactions contemplated hereby, including each of the Offer and the Merger are and the distribution of the Contingent Rights, is fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) resolved to approve approved the distribution of the Contingent Rights, (iii) approved the Offer and adopted this Agreement in accordance with the Merger and recommend GCL, (subject to its fiduciary duties after taking into account advice of legal counseliv) recommended acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company's stockholders (if such approval is required by applicable law), and (iiiv) taken all other action necessary steps to render Section 203 of the Delaware General Corporation Law (GCL and the "DGCL") Rights inapplicable to the Offer and the Merger; provided, (iv) resolved to elect not to however, that such recommendation and approval may be subjectwithdrawn, modified or amended to the extent permitted that the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to result in a breach of the Company Board's fiduciary obligations under applicable law. The Company further represents that, prior to the execution hereof, Salomon Brothers Inc ("Salomon Brothers"), has delivered to the Company Board its written opinion that, as of June 29, 1997, the consideration to be received by law, to any state takeover law the holders of Common Shares (other than Section 203 Parent or any of the DGCL that may purport to be applicable its affiliates) pursuant to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger Contingent Rights is fair to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.hereby con-

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has by the unanimous vote of all directors of the Company (upon the unanimous recommendation of the Transactions Committee): (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to and in the best interests of the stockholders of the Company, ’s stockholders; (ii) resolved to approve approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger and Merger, in accordance with the requirements of Delaware Law; (iii) resolved to recommend (subject to its fiduciary duties after taking into account advice that the stockholders of legal counsel) acceptance of the Company accept the Offer and approval and adoption tender their shares of this Agreement by such Company Common Stock to Merger Subsidiary pursuant to the Offer (the unanimous recommendation of the Company Board (upon the unanimous recommendation of the Transactions Committee) that the stockholders of the Company, (iii) taken all necessary steps to render Section 203 Company accept the Offer and tender their shares of the Delaware General Corporation Law (the "DGCL") inapplicable Company Common Stock pursuant to the Merger, Offer being referred to collectively as the “Board Recommendation”); and (iv) resolved to elect not to elected that this Agreement and the transactions contemplated hereby be subject, expressly governed by Section 251(h) of Delaware Law. Except to the extent expressly permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger 7.02(d) or the transactions contemplated by this Agreement and Section 7.02(e): (vA) approved the Company Rights Agreement Amendment Board shall unanimously make the Board Recommendation; (as defined below), and (bB) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendations of its Board of Directors Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in favor a manner adverse to Parent or Merger Subsidiary, the Board Recommendation. Subject to Section 7.02, the Company consents to the inclusion of the Offer and the Merger and shall permit the inclusion Board Recommendation in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its the Board of Directors (of the Company, at a meeting duly called and held, duly adopted resolutions approving this Agreement; (ii) the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving the Offer and the Merger (and effecting the other actions referred to in Section 5.27 of this Agreement); (iii) the Board of Directors of the Company, has (i) determined at a meeting duly called and held, duly adopted resolutions determining that the terms of the Offer and the Merger are fair to to, and in the best interests of, the Company and the Company Stockholders; (iv) the Board of the stockholders Directors of the Company, at a meeting duly called and held, duly adopted resolutions recommending that the Company Stockholders accept the Offer, tender their shares pursuant to the Offer and approve the Merger and this Agreement, if required (iithe "RECOMMENDATIONS"); provided, however, that the Board of Directors of the Company may withdraw, modify or amend the Recommendations as provided by Section 6.3(d) resolved of this Agreement; (v) the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving the acquisition of Company Common Stock by Sub pursuant to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement; and (vi) the Genesis Merger Agreement and the Voting Agreements have been terminated in accordance with their respective terms (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board but in no event with aggregate payments in excess of Directors that, those specified in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement Section 7.2 of the Offer, the Genesis Merger Agreement) or otherwise on terms satisfactory to Parent and Sub. The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, the Recommendations and represents that it has obtained all necessary consents to permit the inclusion in each case subject to the fiduciary duties its entirety of the Board fairness opinion of Directors of Candlewood Partners, LLC (the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use "COMPANY FINANCIAL ADVISOR") in the Schedule 14D-9 that becomes false (as defined below) and, in each case, as necessary, the proxy statement (including the form of proxies) or misleading in any material respect, and information statement relating to the vote of the Company will take Stockholders with respect to this Agreement (as amended, supplemented or modified, the "PROXY/INFORMATION STATEMENT"). The Company has been advised by each of its directors and executive officers that each such person intends to tender all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and Stock owned by such person pursuant to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has (i) determined at which all directors were present, duly and unanimously adopted resolutions approving this Agreement, the Offer and the Merger, determining that the Offer and the Merger are advisable and that the terms of the Offer and the Merger are fair to to, and in the best interests of, the Company's stockholders and recommending that holders of Shares accept the Offer and that the Company's stockholders approve the Merger; provided, however, that such approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if a majority of the stockholders Board of Directors of the Company determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that failing to take such action would constitute a breach of such Board's duties under applicable law. The Company represents that its Board of Directors has received the opinion of CS First Boston Corporation (ii"First Boston") resolved that the proposed consideration to approve be received by stockholders pursuant to the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger is fair to the Company's stockholders is fair, from a financial point of view. The Company has been authorized by First Boston to permit, subject to prior review and consent by First Boston (such stockholders. Upon commencement of the Offerconsent not to be unreasonably withheld), the Company shall file with inclusion of such fairness opinion (or a reference thereto) in the SEC a Solicitation/Recommendation Statement on Offer Documents and in the Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in this Section 1.2(a); provided, however, that such recommendationsrecommendation may be withdrawn, in each case subject modified or amended at any time or from time to the fiduciary duties time if a majority of the Board of Directors of the Company. The Company determines, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will failing 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 such action would constitute a breach of shares of Company Common Stock, in each case as and to the extent required by such Board's duties under applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees has been advised by each of its directors and executive officers that each such person intends to provide IHK with any comments that may be received from the SEC or its staff with respect tender all Shares owned by such person pursuant to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. The (a) Subject to Section 5.3, the Company hereby approves of and consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s board of Directors (directors, at a meeting duly called and heldheld (the “Company Board Meeting”), has unanimously: (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger Merger, taken together, are fair to and in the best interests of the stockholders of Company and the Company, ’s stockholders; (ii) resolved to approve determined that neither Parent nor Acquisition Sub is an “interested stockholder” as defined in Section 203 of the DGCL; (iii) approved and adopted this Agreement and approved the Contemplated Transactions, including the Offer and the Merger, in accordance with the requirements of the DGCL and resolved that the Merger is governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time; (iv) declared the advisability of this Agreement; (v) resolved to recommend (subject to its fiduciary duties after taking into account advice that the stockholders of legal counsel) acceptance of the Company accept the Offer and tender their shares of Company Common Stock to Acquisition Sub pursuant to the Offer and, to the extent required to consummate the Merger, approve and adopt this Agreement (the recommendation of the Company’s board of directors that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement being referred to as the “Company Board Recommendation”); (vi) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any “fair price,” “moratorium,” “control share acquisition,” “interested stockholder,” “business combination” or similar restriction set forth in any state takeover law or other Legal Requirement that might otherwise apply to the Tender and Support Agreement, the Offer, the Merger or any of the other Contemplated Transactions; and (vii) directed that the approval and adoption of this Agreement by such be submitted to the stockholders of the Company, (iii) taken all necessary steps as promptly as practicable after the Acceptance Time, if required to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, consummate the Merger or under the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration DGCL. Subject only to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the OfferSection 5.3, the Company shall file with consents to the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor inclusion of the Offer and the Merger and shall permit the inclusion Company Board Recommendation in the Offer Documents of such recommendations, in each case subject to and the fiduciary duties inclusion of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use foregoing determinations in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer Documents.

Company Actions. (a) The Company hereby approves of and consents to the Offer and the other transactions contemplated by this Agreement and represents and warrants that (a) its Board of Directors (the Company Board, at a meeting duly called and held)held prior to the execution of this Agreement at which all of the directors of the Company Board were present, has either in person or by conference telephone, duly (i) determined adopted resolutions approving this Agreement, and the transactions contemplated hereby, including the Offer, the Merger, the Top-Up Option and the issuance of Shares of Common Stock upon exercise thereof, and the other transactions contemplated hereby and thereby; (ii) 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 Offer and the Merger Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the stockholders of the Company, ; (iiiv) resolved to approve recommend that the Company’s stockholders accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required by Law, vote their Shares in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, including the Offer and the Merger and recommend Merger, in accordance with the applicable provisions of applicable Law; (subject v) took all action necessary to its fiduciary duties after taking into account advice of legal counsel) acceptance of irrevocably render the Offer and approval and adoption of this Agreement by such stockholders of the Companyrestrictions on takeovers, (iii) taken all necessary steps to render Section 203 of business combinations, control share acquisitions, fair prices, moratorium or similar provisions contained in the Delaware General Corporation Law (the "“DGCL"”) inapplicable to the Mergerthis Agreement, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the other transactions contemplated by this Agreement and (vvi) approved took all action necessary to render the Company Rights Agreement Amendment (as defined below)inapplicable to this Agreement, and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Merger or the other transactions contemplated by this Agreement. The Company shall file with hereby consents to the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor inclusion of the Offer foregoing determinations, recommendations and the Merger and shall permit the inclusion approvals in the Offer Documents of such recommendationsDocuments, in each case subject to the fiduciary duties right of the Company Board of Directors of the Company. The Companyto withdraw, IHK and Merger Sub will promptly correct any information provided by them for use modify or amend its recommendation in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed accordance with the SEC and to be disseminated to holders provisions of shares Section 6.5(b) of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECthis Agreement. The Company agrees represents and warrants that it has been advised that each of its directors and executive officers intends to provide IHK with tender any comments that may be received from the SEC or its staff with respect and all Shares they beneficially own pursuant to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its the making of the Offer by Parent or Purchaser pursuant to this Agreement and the transactions contemplated hereby and by the Stockholder Support Agreement have been consented to by the Company Board in accordance with the terms and provisions of Directors the Confidentiality Agreement, dated November 26, 2007, between Parent and the Company (as amended on November 28, 2007, the “Confidentiality Agreement”), (ii) the Company Board (at a meeting or meetings duly called and held), ) has unanimously (iA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to to, and in the best interests of of, the stockholders of the Company, (iiB) approved this Agreement and the transactions contemplated hereby, and (C) approved and declared advisable the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and directed that such agreement of merger be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09) and resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by such the stockholders of the CompanyCompany (such recommendation, the “Company Board Recommendation”), (iiiD) irrevocably taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to Parent and Purchaser and to the Merger, this Agreement, the Stockholder Support Agreement and the acquisition of Shares pursuant to the Offer and (ivE) irrevocably resolved to elect not to be subjectelect, to the extent permitted by law, not to be subject to any state other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover law other than Section 203 laws and regulations (collectively, “Takeover Laws”) of the DGCL any jurisdiction that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (viii) approved Xxxxxxxxx & Company, Inc. (the “Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"Financial Advisor”), the Company's ’s financial advisor, has advised delivered its opinion to the Company's Company Board of Directors to the effect that, in their opinionas of the date thereof and based upon and subject to the matters set forth therein, the consideration to be paid in the Offer and the Merger to the Company's ’s stockholders is fair, from a financial point of view, to such stockholders. Upon commencement As soon as practicable after the date hereof, an executed copy of the Offer, written opinion of the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject Financial Advisor will be delivered to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofParent.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that (a) its Board of Directors (the Company Board, at a meeting duly called and held), has by the unanimous vote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to and in the best interests of the stockholders of the Company, Company and its stockholders; (ii) resolved to approve approved and declared advisable this Agreementand the transactions contemplated hereby, including the Offer and the Merger and Merger, in accordance with the requirements of the MGCL; (iii) resolved to recommend (subject to its fiduciary duties after taking into account advice that the stockholders of legal counsel) acceptance of the Company accept the Offer and approval tender their shares of Company Common Stock to Merger Subsidiary pursuant to the Offer and adoption (iv) to the extent required by the MGCL, approved and directed that the Merger be submitted for consideration at a meeting of this Agreement by such the Company’s stockholders as contemplated hereby (the unanimous recommendation of the Company Board that the stockholders of the CompanyCompany accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to if applicable, approve the Merger, (iv) resolved being referred to elect not to be subject, collectively as the “Board Recommendation”). Except to the extent expressly permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and 7.03: (vA) approved the Company Rights Agreement Amendment Board (as defined below), and it may be constituted on the date hereof) shall unanimously make the Board Recommendation; (bB) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing shall include the recommendations of its Board of Directors Recommendation; and (C) neither the Company Board nor any committee thereof shall fail to make, withdraw amend or modify, or publicly propose to withhold, withdraw, amend or modify, in favor a manner adverse to Parent or Merger Subsidiary, the Board Recommendation. Subject to Section 7.03, the Company consents to the inclusion of the Offer and the Merger and shall permit the inclusion Board Recommendation in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofDocuments.

Company Actions. The Company hereby consents to the Offer and represents and warrants (i) that (a) its Board of Directors (at a meeting meetings duly called and held), ) (a) has (i) unanimously determined as of the date hereof that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (iib) has unanimously approved this Agreement and resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement and the Merger by such the stockholders of the Company, (iiiii) taken all necessary steps to render Section 203 that such approval constitutes approval of this Agreement and the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than transactions contemplated hereby for purposes of Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (viii) approved that the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors thatwill not withdraw, amend or modify such recommendation unless it determines in their opiniongood faith, on the consideration advice of outside counsel, that such action is necessary for the Board of Directors to be paid in the Offer and the Merger comply with its duties to the Company's stockholders is fair, from a financial point under applicable law. On the date of view, to such stockholders. Upon the commencement of the Offer, the Company shall file or cause to be filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations unanimous recommendation of its the Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents Schedule 14D-1 of such recommendationsrecommendation, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Each of the Company, IHK Parent and Merger Sub Purchaser will promptly correct any information provided by them it for use in the Schedule 14D-9 that becomes false or misleading in any material respect, respect and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable law. IHK Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK Parent with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.be

Company Actions. The Company hereby consents to the Offer and represents and warrants that that: (a) its the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held), has has, on the basis of matters considered by the Company Board as of the date of such meeting, (i) determined that each of the Offer and the Merger are is fair to and in the best interests of the stockholders holders of the CompanyCompany Common Stock, (ii) resolved to approve approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, (iii) such approval constitutes approval by the Company Board of this Agreement and the transactions contemplated hereby, including the Merger, for purposes of Part Five and Article 13 of the TBCA and (iv) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, and the Merger or by the transactions contemplated by this Agreement and (v) approved the holders of Company Rights Agreement Amendment (as defined below), Common Stock; and (b) XxxxxxxxxXxxxxxx Xxxxx Barney Inc. and Xxxxxxx Xxxxx & Company, Xxxxxx & Xxxxxxxx Securities Corporation L.L.C. ("DLJ")together, the Company's financial advisor, has advised "Company Financial Advisors") have delivered to the Company's Board of Directors that, in of the Company their opinion, separate written opinions to the effect that as of the date of the Agreement the consideration to be paid received in the Offer and the Merger to the Company's stockholders Merger, taken as a whole, is fair, from a financial point of view, to such stockholdersthe holders of Company Common Stock (other than Parent and its affiliates) (photocopies of which have been or will be delivered to Parent). Upon commencement of the Offer, the The Company shall hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor recommendation of the Offer and Company Board referred to in clause (a) (iv) of the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case preceding sentence (subject to the fiduciary duties of the Company Board of Directors under Texas law) and shall mail or cause to be mailed the Schedule 14D-9 to the holders of the CompanyCompany Common Stock. The Company will use its reasonable efforts to cause the Schedule 14D-9 to be filed with the SEC as promptly as is practicable after, and if practicable on the same date as, Parent's and Purchaser's Schedule 14D-1 is filed with the SEC and to permit such Schedule 14D-9 to be mailed together with the Offer Documents; provided, however, that in any event the Schedule 14D-9 shall be filed with the SEC and mailed to the holders of Company Common Stock no later than 10 business days following the commencement of the Offer. The Schedule 14D-9 shall comply in all material respects with the Exchange Act and any other applicable law and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law. The Company, IHK Parent and Merger Sub will Purchaser each agrees promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respect, and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK Parent, Purchaser and its their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to its the filing thereof with the SEC. The In connection with the Offer, the Company agrees to provide IHK shall promptly furnish Purchaser with security position listings and all available listings or computer files containing the names and addresses of the record holders of the Company Common Stock as of the latest practicable date and shall furnish Parent and Purchaser with such information and assistance (including updated lists of shareholders and lists of security positions) as Parent and Purchaser or any comments that of their agents may be received from reasonably request in communicating the SEC or its staff with respect Offer to the Schedule 14D-9 record and beneficial holders of Company Common Stock. Subject to the requirements of applicable law, and except for such actions as are necessary to disseminate the Offer Documents and any amendments theretoother documents necessary to consummate the Offer and the Merger, Parent and Purchaser and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in such lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall deliver promptly after receipt thereofto the Company all copies of such information in their possession.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (the "BOARD") (at a meeting duly called and held), ) has unanimously (ia) determined as of the date hereof that the Offer and the Merger (as defined in Section 2.1 hereof) are fair to and in the best interests of the stockholders shareholders of the CompanyCompany and (b) subject to the fiduciary duties of the Board, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement and the Merger by such stockholders the shareholders of the Company. The Company further represents that Xxxxx Xxxxxx Inc. has delivered to the Board its opinion to the effect that, (iii) taken all necessary steps to render Section 203 as of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 date of the DGCL that may purport to be applicable to the Offerthis Agreement, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the cash consideration to be paid received by the holders of Shares (other than Parent and its affiliates) in the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, . The Company hereby agrees to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule SCHEDULE 14D-9") containing such recommendation with the recommendations of its Board of Directors in favor SEC (and the information required by Section 14(f) of the Offer Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the Merger "EXCHANGE ACT"), so long as Parent shall have furnished such information to the Company in a timely manner) and shall permit to mail such Schedule 14D-9 to the inclusion in shareholders of the Offer Documents of such recommendationsCompany; provided, in each case that -------- subject to the fiduciary duties provisions of the Board of Directors of the CompanySection 6.2(a) hereof, such recommendation may be withdrawn, modified or amended. The CompanyCompany will use reasonable efforts so that such Schedule 14D-9 shall be, IHK if so requested by Purchaser, filed on the same date as Purchaser's Schedule 14D-1 is filed and Merger Sub will promptly correct mailed together with the Offer Documents; provided, that in any information provided by them for use in event the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to shall be filed with and -------- mailed no later than 10 business days following the SEC and to be disseminated to holders commencement of shares of Company Common Stock, in each case as and to the extent required by applicable lawOffer. IHK Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the such Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide IHK with Parent and its counsel copies of any written comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the such Schedule 14D-9 and a summary of any amendments thereto, such comments received orally promptly after the receipt thereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to advisable, and in the best interests of of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.03, (iiiv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to approve elect, to the Offer and the Merger and recommend (extent permitted by Law, not to be subject to its fiduciary duties after taking into account advice any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of legal counsel) acceptance anti-takeover Laws and regulations of the Offer and approval and adoption of any jurisdiction that may purport to be applicable to this Agreement by such stockholders of or the CompanyStockholder Agreements, (iiivi) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subjectParent, Merger Subsidiary, the acquisition of Shares pursuant to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or Offer and the transactions contemplated by the Stockholder Agreements and (vii) consented to the transactions contemplated by the Stockholder Agreements and this Agreement and (v) approved under that certain Stockholders Agreement, dated May 26, 2000, among the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), certain of its stockholders. The Company further represents that the Company's ’s financial advisor, Xxxxxx Xxxxxxx, has advised delivered to the Company's Board of Directors of the Company an opinion to the effect that, in their as of the date of such opinion, the consideration to be paid received by the holders of Shares (other than Parent and Merger Subsidiary) in the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company. The Company’s rights to withdraw, IHK modify or amend its recommendation in accordance with the provisions of Section 6.03 and Merger Sub will promptly correct any information provided by them for use represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of Xxxxxx Xxxxxxx in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary Proxy Statement so long as such inclusion is in form and substance reasonably satisfactory to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK Xxxxxx Xxxxxxx and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECcounsel. The Company agrees hereby represents and warrants that it has been advised that each of its directors and executive officers intends to provide IHK with any comments that may be received from the SEC or its staff with respect tender pursuant to the Schedule 14D-9 Offer any and any amendments thereto, promptly after receipt thereofall Shares they own beneficially or of record.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at The Company shall, after affording Parent a meeting duly called reasonable opportunity to review and held)comment thereon, has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC and mail to the holders of Company Common Shares, as promptly as practicable on or after the date of the filing by Parent and MergerSub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "“Schedule 14D-9"”) containing reflecting the recommendations recommendation of its the Company Board that holders of Directors in favor Company Common Shares tender their Company Common Shares pursuant to the Offer and shall disseminate the Schedule 14D-9 and the Offer Documents to the stockholders of the Company as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company Board, at a meeting duly called and held at which a quorum was present throughout, has (i) determined that each of the Offer and the Merger is advisable and shall permit in the best interests of the Company and its stockholders, (ii) approved the Offer and this Agreement in accordance with the MGCL, (iii) recommended acceptance of the Offer and that holders of Company Common Shares tender their shares in the Offer (the “Offer Recommendation”) and approve the Merger by the Company’s stockholders if such approval is required by applicable Law (the “Merger Recommendation”), and (iv) provided that the representations in Section 5.08 are accurate and continue to be accurate through the Acceptance Date, and subject to the Company’s continued qualification as a REIT, taken all appropriate and necessary actions to cause the acquisition of Company Common Shares by the Parent and MergerSub in connection with the Offer to comply with or be exempted from any provision contained in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of Company Common Shares as set forth in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), including the Ownership Limit set forth in Article VII of the Company Charter, inapplicable to the acquisition of Company Common Shares by Parent and MergerSub in connection with the Offer; provided, however, that the Company may make a Company Adverse Recommendation Change (as hereinafter defined) only prior to the acceptance for payment of Company Common Shares pursuant to the Offer, and in any case only to the extent permitted by Section 7.04(d) (and then only after compliance with Section 7.04(c)). The Company hereby consents to the Offer and to the inclusion in the Offer Documents of the Offer Recommendation and the Merger Recommendation (provided, that if there has been a Company Adverse Recommendation Change, such recommendations, change shall be reflected in each case subject to the fiduciary duties of the Board of Directors of the CompanyOffer Documents or amendments thereto). The Company, IHK and Merger Sub will Company agrees reasonably promptly to correct any information provided by them for use in the Schedule 14D-9 if and to the extent that becomes it shall become false or misleading in any material respectrespect (and Parent, and with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company will take all steps 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. The Company shall use reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and the Company’s stockholders to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECFederal securities laws. The Company agrees shall provide MergerSub (in writing, if written), and consult with MergerSub prior to provide IHK with responding to, any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, as promptly as practicable after receipt thereofof such comments.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its The Company shall, after affording Novartis a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Company Common Stock, as promptly as practicable on the date of the filing by Novartis and Merger Sub of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company’s Board of Directors (and the Special Committee that holders of Public Shares tender their shares of Company Common Stock into the Offer, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Company’s Board of Directors and the Special Committee, at a meeting duly called and held)at which a quorum was present throughout, has have (i) determined by unanimous vote of all its members that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is fair to and in the best interests of the Company and its stockholders of the Companyother than Santo, (ii) resolved to approve approved the Santo Purchase, the Offer and the Merger and recommend this Agreement in accordance with the Delaware General Corporation Law (subject to its fiduciary duties after taking into account advice of legal counsel“DGCL”), (iii) recommended acceptance and approval of the Offer and approval and adoption of this Agreement by such stockholders of the Company’s stockholders, and (iiiiv) taken all necessary steps other action within the Board of Directors’ and the Special Committee’s power to render Section 203 of the Delaware General Corporation Law (the "DGCL") , if applicable, inapplicable to the Santo Purchase, the Offer and the Merger, (iv) resolved to elect not to provided, however, that Novartis and Merger Sub agree that such recommendations may be subjectmodified or withdrawn after the date hereof if, but only if, after consultation with its outside counsel, the Special Committee determines that doing so is required in the proper exercise of its fiduciary duties. The Company further represents that, prior to the extent permitted by lawexecution hereof, Xxxxxxx Xxxxx & Co. (“Xxxxxxx Xxxxx”) has delivered to any state takeover law other than Section 203 the Special Committee its written opinion that, as of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by date of this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinionAgreement, the consideration to be paid in received by the holders of Public Shares pursuant to the Offer and the Merger is fair to the Company's such stockholders is fair, from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use Special Committee described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.2(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) its the Board of Directors (of the Company, at a meeting duly called and held, duly adopted resolutions approving this Agreement; (ii) the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving the Offer and the Merger (and effecting the other actions referred to in Section 5.27 of this Agreement); (iii) the Board of Directors of the Company, has (i) determined at a meeting duly called and held, duly adopted resolutions determining that the terms of the Offer and the Merger are fair to to, and in the best interests of, the Company and the Company Stockholders; (iv) the Board of the stockholders Directors of the Company, at a meeting duly called and held, duly adopted resolutions recommending that the Company Stockholders accept the Offer, tender their shares pursuant to the Offer and approve the Merger and this Agreement, if required (iithe "RECOMMENDATIONS"); provided, however, that the Board of Directors of the Company may withdraw, modify or amend the Recommendations as provided by Section 6.3(d) resolved of this Agreement; (v) the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving the acquisition of Company Common Stock by Sub pursuant to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement; and (vi) the Genesis Merger Agreement and the Voting Agreements have been terminated in accordance with their respective terms (v) approved but in no event with aggregate payments by the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board in excess of Directors that, those specified in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement Section 7.2 of the Offer, the Genesis Merger Agreement) or otherwise on terms satisfactory to Parent and Sub. The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, the Recommendations and represents that it has obtained all necessary consents to permit the inclusion in each case subject to the fiduciary duties its entirety of the Board fairness opinion of Directors of Candlewood Partners, LLC (the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use "COMPANY FINANCIAL ADVISOR") in the Schedule 14D-9 that becomes false (as defined below) and, in each case, as necessary, the proxy statement (including the form of proxies) or misleading in any material respect, and information statement relating to the vote of the Company will take Stockholders with respect to this Agreement (as amended, supplemented or modified, the "PROXY/INFORMATION STATEMENT"). The Company has been advised by each of its directors and executive officers that each such person intends to tender all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and Stock owned by such person pursuant to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are fair to and advisable to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer and tender their Shares provided that such recommendation may be withdrawn, modified or amended only in accordance with the provisions of Section 6.3, (iiiv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to approve elect, to the Offer and the Merger and recommend (extent permitted by Law, not to be subject to its fiduciary duties after taking into account advice any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of legal counsel) acceptance anti-takeover Laws and Regulations of the Offer and approval and adoption of any jurisdiction that may purport to be applicable to this Agreement by such stockholders of the CompanyAgreement, (iiivi) taken all necessary steps to render the restrictions of Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subjectParent, to Merger Subsidiary, and the extent permitted by law, to any state takeover law other than Section 203 acquisition of the DGCL that may purport to be applicable Shares pursuant to the Offer, this Agreement, the Merger or Stockholder Tender and Voting Agreements and the transactions contemplated by this Agreement hereby and thereby, and (vvii) approved authorized that the Company Rights Agreement Amendment Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation (as defined below), and (bin Section 251(h) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), of the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement DGCL) of the Offer, the . The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use Company described in the Schedule 14D-9 that becomes false first sentence of this Section 2.2(a), subject to the Company’s rights to withdraw, modify or misleading amend its recommendation only in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed accordance with the SEC and to be disseminated to holders provisions of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofSection 6.3.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Special Committee and warrants that (a) its Board of Directors (the Board, at a meeting meetings duly called and held)held on the date or dates on or before which the parties entered into this Agreement and the Tender and Option Agreement, has have unanimously adopted resolutions (i) determined determining that each of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company's shareholders (other than Purchaser, Acquisition Sub and their affiliates); (ii) resolved approving this Agreement and the transactions contemplated hereby (including, without limitation, (x) the acquisition of the Company by Purchaser or any of its affiliates, and any purchase of Shares in connection therewith, by means of this Agreement, the Offer, the Merger and the Tender and Option Agreement, and any other transactions conducted to effectuate the acquisition of the Company by Purchaser or its affiliates in accordance with this Agreement ("Other Transactions")) and (y) any other transactions contemplated hereby and by the foregoing clause (x)); (iii) resolving to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Sub and approve and adopt this Agreement and the Merger, subject to the Company's rights pursuant to Section 5.2; (iv) approving all of the actions and transactions referenced herein, with the consequences that the requirements for "business combinations" set forth in Sections 14-2-1110 through 14-2-1133 of the GBCC will not be applicable to the Merger; and (v) approving an amendment to the Rights Agreement, as necessary (the "Rights Amendment"), (A) to prevent this Agreement, the Tender and Option Agreement or the consummation of any of the transactions contemplated hereby or thereby, including without limitation, the publication or other announcement of the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance consummation of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, from resulting in the distribution of separate right certificates or the occurrence of a Distribution Date (ivas defined therein) resolved and (B) to elect not provide that neither the Purchaser nor Acquisition Sub shall be deemed to be subject, an Acquiring Person (as defined therein) by reason of the transactions expressly provided for in this Agreement and the Tender and Option Agreement. The Company hereby consents to the extent permitted by law, to any state takeover law other than Section 203 inclusion in the Offer Documents of the DGCL that may purport to be applicable to recommendation of the Special Committee and the Board described in the immediately preceding sentence. The Company shall not amend, revoke, withdraw or modify the approval of Purchaser's acquisition of the Company Common Stock by reason of the Offer, the Merger or the transactions Tender and Option Agreement so as to render the restrictions of Sections 14-2-1110 through 14-2-1133 of the GBCC applicable thereto; provided, however, that the Company may take any such action if this Agreement has been terminated pursuant to Section 7.1(g) hereof and Acquisition Sub has been paid the fees contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofSection 7.3 hereof.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants to Parent and Acquisition Sub that (a) its Board the Company’s board of Directors (directors, at a meeting duly called and held), has by the unanimous vote of all directors of the Company (i) determined that this Agreement and the Contemplated Transactions, including the Offer and the Merger Mergers, are fair to and in the best interests of the stockholders of the Company’s shareholders, (ii) resolved to approve adopted and approved this Agreement, the Offer Offer, the Mergers and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance other Contemplated Transactions, in accordance with the requirements of the Offer and approval and adoption General Corporation Law of this Agreement by such stockholders of California (the Company“CGCL”), (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Mergerdeclared that this Agreement is advisable, (iv) resolved to elect recommend that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (to the extent necessary) adopt this Agreement, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject, subject to the extent permitted by law, to any restriction set forth in any state takeover law other than Section 203 of or similar Legal Requirement that would otherwise apply to the DGCL that may purport to be applicable to Shareholder Agreements, the Offer, the Merger Mergers or any of the transactions contemplated by this Agreement other Contemplated Transactions. Subject to Sections 1.2(b) and 1.2(c): (v1) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), consents to the Company's financial advisor, has advised inclusion of the Company's Company Board of Directors that, in their opinion, the consideration to be paid Recommendation in the Offer Documents; and (2) the Merger Company agrees that the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company's stockholders is fairParent or Acquisition Sub, from a financial point of view, to such stockholders. Upon commencement and that no resolution of the Offer, board of directors of the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject or any committee thereof to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false withdraw or misleading in any material respect, and modify the Company will take all steps necessary Board Recommendation in a manner adverse to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel Parent or Acquisition Sub shall be given adopted (it being understood that the Company Board Recommendation shall be deemed to have been modified in a reasonable opportunity manner adverse to review Parent and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may Acquisition Sub if it shall no longer be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofunanimous).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (ai) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in connection with this Agreement and the Stockholder Tender Agreement and the transactions contemplated hereby and thereby have been consented to by the Board of Directors of the Company in accordance with the terms and provisions of the Confidentiality Agreement entered into between the Company and Parent dated December 6, 2002 (the “Confidentiality Agreement”) and the Non-Solicitation Agreement entered into between the Company and Parent dated December 20, 2002 (the “Non-Solicitation Agreement”), (ii) its Board of Directors (at a meeting or meetings duly called and held), ) has (iA) determined that the Offer and the Merger (as hereinafter defined) are advisable and fair to and in the best interests of of, the stockholders of the Company, (iiB) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, (C) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by such the stockholders of the Company, (iiiD) irrevocably taken all necessary steps to render approve Parent and Purchaser becoming “interested stockholders” within the meaning of Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the acquisition of Shares pursuant to the Offer and the Stockholder Tender Agreement, and (ivE) irrevocably resolved to elect not elect, to be subject, the extent of the Board’s power and authority and to the extent permitted by law, not to be subject to any state other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover law other than Section 203 laws and regulations (collectively, “Takeover Laws”) of the DGCL any jurisdiction that may purport to be applicable to the Offer, the Merger this Agreement or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Stockholder Tender Agreement, and (biii) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Credit Suisse First Boston Corporation ("DLJ"the “Company Financial Advisor”), the Company's ’s independent financial advisor, has advised the Company's ’s Board of Directors that, in their its opinion, the consideration to be paid in the Offer and the Merger to the Company's ’s stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has duly adopted resolutions by unanimous vote (i) determined determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and are fair to and in the best interests of the stockholders interest of the Company's stockholders, (ii) resolved approving this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger and this Agreement and the other transactions contemplated hereby are not and shall not be subject to approve any restriction of Section 203 of the DGCL, (iii) waiving the application of Article IV of the Company's bylaws with respect to this Agreement, the Offer and the Merger pursuant to Section 7 thereof and (iv) resolving to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and to recommend that stockholders of the Company tender their Shares pursuant to the Offer and to recommend approval and adoption of this Agreement and the Merger by such stockholders of the Company, 's stockholders at the Company Stockholders Meeting (iiias defined herein) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable recommendations referred to the Merger, in this clause (iv) resolved are collectively referred to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by in this Agreement and (v) approved as the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJRecommendations"), the Company's financial advisor, has advised the Company's . The Company represents and warrants that its Board of Directors that, in their has received the opinion, each dated May 7, 2001, of each of Goldxxx, Xxchx & Xo. ("Goldxxx Xxxhs") and Petrxx Xxxkxxx & Xo., Inc. ("Petrxx Xxxkxxx") xhat, as of such date and on the consideration basis of and subject to be paid in the matters described therein, the Offer Consideration and the Merger Consideration, taken together, was fair to the Company's stockholders is fair, (other than Parent and the Company) from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and fair to to, and in the best interests of of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares and, if required by applicable law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.03, (iiiv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to approve elect, to the Offer and the Merger and recommend (extent permitted by law, not to be subject to its fiduciary duties after taking into account advice any "moratorium," "control share acquisition," "business combination," "fair price" or other form of legal counsel) acceptance anti-takeover laws and regulations of the Offer and approval and adoption of any jurisdiction that may purport to be applicable to this Agreement by such stockholders of the Company, and (iiivi) taken take all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subjectParent, to Merger Subsidiary and the extent permitted by law, to any state takeover law other than Section 203 acquisition of the DGCL that may purport to be applicable Shares pursuant to the Offer, . The Company further represents that JPMorgan has delivered to the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors of the Company an opinion to the effect that, in their opinionas of the date of this Agreement, the consideration to be paid received by the holders of Shares (other than Parent and Merger Subsidiary) in the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.02(a), subject to the Company. The Company's rights to withdraw, IHK modify or amend its recommendation in accordance with the provisions of Section 6.03 and Merger Sub will promptly correct any information provided by them for use represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of JPMorgan in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECProxy Statement. The Company agrees hereby represents and warrants that it has been advised that each of its directors and executive officers intends to provide IHK with any comments that may be received from the SEC or its staff with respect tender pursuant to the Schedule 14D-9 Offer any and any amendments thereto, promptly after receipt thereofall Shares they own beneficially or of record.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting or meetings duly called and held), ) has (ia) unanimously determined as of the date hereof that the Offer and the Merger are is fair to and in the best interests of the stockholders shareholders of the CompanyCompany and (b) resolved, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice the directors of legal counsel) the Company not having the right to tender their Shares or the right to receive any compensation for services provided to the Company pursuant to the Director Releases, unless the Company's shareholders shall have approved such right in accordance with Section 1.2(b), to recommend acceptance of the Offer and approval and adoption of this Agreement the matters set forth in Section 1.2(b) by such stockholders the shareholders of the Company, (iii) taken all necessary steps . The Company further represents that CIBC Oppexxxxxxx Xxxp. has rendered to render Section 203 the Board of Directors of the Delaware General Corporation Law (Company its opinion, dated as of the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subjectdate hereof, to the extent permitted by law, effect that the Per Share Amount is fair to any state takeover law other than Section 203 the holders of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, Shares from a financial point of view, to such stockholders. Upon As soon as practicable after the commencement of the Offer, the Company shall file or cause to be filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations unanimous recommendation of its the Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents Schedule 14D-1 of such recommendations, in each case subject to the fiduciary duties recommendation. Each of the Board of Directors of the Company. The Company, IHK Company and Merger Sub Purchaser will promptly correct any information provided by them it for use in the Schedule 14D-9 that becomes false or misleading in any material respect, respect and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable law. IHK Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK Purchaser with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthereof and to further provide Purchaser with a reasonable opportunity to participate in all substantive communications with the SEC and its staff relating to the Schedule 14D-9, the Offer or the transactions contemplated thereby.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are is fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve this Agreement, the Offer and Merger, the issuance of shares of common stock of the Company, par value $0.01 per share (the "Shares") to the stockholders of the Sub in connection with the Merger and the issuance of Shares pursuant to the merger (the "GranCare Merger") contemplated by the agreement and plan of merger (the "GranCare Merger Agreement") by and among GranCare Inc., a Delaware corporation ("GranCare"), the Company, a wholly-owned Subsidiary of the Company ("Merger Sub") and the Parent (collectively, the "Stockholder Approvals"), and to recommend (subject to its fiduciary duties after taking into account advice of as advised by legal counsel) acceptance of the Offer and approval and adoption of this Agreement the Stockholder Approvals by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (DGCL and Article Tenth of the "DGCL") Company's Restated Certificate of Incorporation inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the OfferMerger, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Credit Suisse First Boston ("DLJCSFB") and NationsBanc Capital Markets, Inc. ("NationsBanc"), the Company's financial advisoradvisors, has have advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to or retained by the Company's stockholders in the Merger and the GranCare Merger is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has (i) determined duly and unanimously adopted resolutions adopting this Agreement, approving the Offer and the Merger, determining, as of the date of such resolutions, that the terms of the Offer and the Merger are fair to to, and in the best interests of the stockholders of of, the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement (iiif required) resolved and approving the acquisition of Shares by Sub pursuant to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement Agreement. The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all Shares (vother than Shares, if any, held by such person that, if tendered, could cause such person to incur liability under the provisions of Section 16(b) approved of the Company Rights Agreement Amendment (as defined below), and Exchange Act) owned by such person pursuant to the Offer. (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), On the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in date the Offer and Documents are filed with the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the OfferSEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, the "Schedule SCHEDULE 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendationscontaining, in each case subject to the fiduciary duties terms of this Agreement, the Board of Directors recommendation described in paragraph (a) and shall mail the Schedule 14D-9 to the stockholders of the Company. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, IHK Parent and Merger Sub will agrees promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes such information shall have become false or misleading in any material respect, and the Company will further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and 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 of Company Common Stockthe Company's stockholders, in each case as and to the extent required by applicable lawfederal securities laws. IHK Parent and its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 prior to its filing with the SECSEC or dissemination to stockholders of the Company. The Company agrees to provide IHK with Parent and its counsel any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any amendments theretoother documents necessary to consummate the Merger, promptly after receipt thereof.Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control. 3

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Companyat which all directors were present, (ii) resolved to approve the Offer and the Merger and recommend (has, subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer terms and approval and adoption provisions of this Agreement by such stockholders of the CompanyAgreement, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Mergerduly and unanimously adopted resolutions approving this Agreement, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the Asset Purchase Agreement and the transactions contemplated hereby and thereby, determining that the Offer, the Merger and the transactions contemplated by this Agreement and (v) approved the Company Rights Asset Purchase Agreement Amendment (as defined below)are advisable and that the terms of the Offer, the Merger and the Asset Purchase Agreement are fair to, and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")in the best interests of, the Company's financial advisorshareholders and recommending that holders of Shares accept the Offer and, has advised if required by applicable law, that the Company's shareholders approve this Agreement and the Merger; provided, however, that such approval, determination, recommendation or other action may be withdrawn, modified or amended at any time or from time to time if the Board of Directors thatof the Company concludes in good faith based on the advice of its outside counsel that it is necessary to do so in order to comply with its fiduciary duties under applicable law. The Company represents that its Board of Directors has received the opinion of Xxxxxxx Xxxxx & Company, in their opinion, LLC (the "Financial Advisor") that the proposed consideration to be paid in received by Company's common shareholders pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, common shareholders (other than Parent or any of its affiliates) from a financial point of view. The Company has been authorized by Financial Advisor to permit, subject to prior review and consent by Financial Advisor (such stockholders. Upon commencement of the Offerconsent not to be unreasonably withheld), the Company shall file with inclusion of such fairness opinion (or a reference thereto) in the SEC a Solicitation/Recommendation Statement on Offer Documents and in the Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit referred to below. The Company hereby consents to the inclusion in the Offer Documents of such recommendationsthe recommendation of the Company's Board of Directors described in this Section 1.2(a), in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SECimmediately preceding proviso. The Company agrees has been advised by each of its directors and executive officers that each such person intends, as of the date of this Agreement, to provide IHK with any comments that may be received from tender, or cause the SEC or its staff with respect tender of, all Shares owned by such person pursuant to the Schedule 14D-9 and Offer, including any amendments theretoshares of ESOP Preferred Stock over which such person has the power to direct the tender, promptly after receipt thereofregardless of whether such shares are allocated to such person's account.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) the disinterested members of its Board of Directors (Directors, at a meeting duly called and held), has have (i) unanimously determined that the terms of the Offer and the Merger (as defined in Section 1.4) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) resolved to approve approved this Agreement and the Offer and transactions contemplated hereby, including the Offer, the Merger and the Shareholders Agreement ("Shareholders Agreement"), dated the date of this Agreement, among Parent, the Purchaser and certain shareholders of the Company (collectively, the "Transactions"), and such approval constitutes approval of the Offer, this Agreement and the other Transactions, including the Merger and the Shareholders Agreement, for purposes of Section 00-000-000 of the Tennessee Business Combination Act, as amended (the "Business Combination Act"), such that Section 00-000-000 of the Business Combination Act will not apply to the transactions contemplated by this Agreement, and (iii) resolved to recommend (subject that the shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors, only after receipt of advice from outside legal counsel, failure to withdraw, modify or amend such recommendation would reasonably be expected to result in the Board of Directors violating its fiduciary duties after taking into account advice to the Company's shareholders under applicable law and the Company pays the fees and expenses required by Section 8.1 hereof. The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to render the relevant provisions of legal counsel) acceptance such Section 00-000-000 of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") Business Combination Act inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofShareholders Agreement.

Company Actions. (a) On the date the Offer is commenced, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 5.3(d), contain the Company Board Recommendation. The Company shall also include in the Schedule 14D-9, and represents that it has obtained all necessary consents of the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendationsa description of the Company Board Recommendation and the Fairness Opinion. The Company further agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares, in each case subject as and to the fiduciary duties extent required by the Exchange Act. Each of Parent and the Board of Directors of Purchaser shall promptly provide the CompanyCompany in writing, for inclusion in the Schedule 14D-9, all information concerning Parent and the Purchaser that is required under the Exchange Act to be included in the Schedule 14D-9. The Company, IHK on the one hand, and Merger Sub will Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by them it for use in the Schedule 14D-9 14D-9, if and to the extent that becomes it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and the Company will take all steps necessary 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 of Company Common StockShares, in each case as and to the extent required by applicable lawthe Exchange Act. IHK Parent, the Purchaser and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing before it is filed with the SEC, and the Company shall include all additions, deletions or changes thereto suggested by Parent and its legal counsel that the Company reasonably determines to be appropriate. The In addition, the Company agrees shall provide Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to provide IHK with any comments that may be received time from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofof such comments, and any written or oral responses thereto. Parent, the Purchaser and their counsel shall be given the opportunity to review any such written responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (Directors, at a meeting duly called and held)held on the date or dates on which the parties entered into this Agreement and the Tender and Option Agreement, has unanimously (i) determined that each of the Offer Offer, the Merger and the Merger are transactions contemplated thereby is fair to and in the best interests of the stockholders of the Company, 's shareholders (other than Parent and Purchaser); (ii) resolved to approve the Offer approved this Agreement and the Merger and recommend transactions contemplated hereby (subject to its fiduciary duties after taking into account advice of legal counselincluding without limitation (x) acceptance the acquisition of the Offer Company by Parent or any of its affiliates, and approval and adoption any purchase of Shares in connection therewith, by means of this Agreement by such stockholders of the CompanyAgreement, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the Tender and Option Agreement, the transactions contemplated by the POL Agreement and/or any other transactions conducted to effectuate the acquisition of the Company by Parent or its affiliates in accordance with this Agreement ("Other Transactions") and (y) any other transactions contemplated hereby and by the foregoing clause (x)); (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Purchaser and approve and adopt this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Merger, and (b) XxxxxxxxxPROVIDED, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")HOWEVER, the Company's financial advisorthat such recommendation may be withdrawn, has advised the Company's Board of Directors thatmodified or amended if, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties opinion of the Board of Directors of the Company. The , after consultation with independent legal counsel to the Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respectfailure to take such action would be inconsistent with their fiduciary duties under applicable law, and any such withdrawal, modification or amendment of the Company recommendation will take not be deemed a breach of this Agreement; (iv) adopted resolutions approving all steps necessary to cause of the Schedule 14D-9 as so corrected to be filed actions and transactions referenced herein, with the SEC and to consequences that the requirements for "business combinations" set forth in Subchapter 25F of the PBCL will not be disseminated to holders of shares of Company Common Stock, in each case as and applicable to the extent required Merger; and (v) adopted a resolution affirming that the transactions contemplated by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received POL Agreement are exempt from the SEC or its staff with respect to "business combination" provisions of Subchapter 25F of the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofPBCL.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (of the Company, at a meeting duly called and held), has unanimously (i) determined that the Offer this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Top-Up Option (as defined herein), are fair to advisable, and in the best interests of of, the Company and its stockholders, (ii) adopted resolutions approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Top-Up Option, (iii) resolved to recommend that the stockholders of the CompanyCompany accept the Offer, tender their Shares and, if required by applicable Law, adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, provided that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 6.3, (iiiv) acknowledged that such approval is effective for purposes of Section 203 of the DGCL, (v) resolved to approve elect, to the Offer and the Merger and recommend (extent permitted by Law, not to be subject to its fiduciary duties after taking into account advice any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of legal counsel) acceptance anti-takeover Laws and Regulations of the Offer any jurisdiction that may purport to be applicable to this Agreement, and approval and adoption of this Agreement by such stockholders of the Company, (iiivi) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subjectParent, to Merger Subsidiary, and the extent permitted by law, to any state takeover law other than Section 203 acquisition of the DGCL that may purport to be applicable Shares pursuant to the Offer, . The Company further represents that PWP has delivered to the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors of the Company an opinion to the effect that, in their as of the date of such opinion, and subject to the consideration various assumptions and qualifications set forth therein, the Offer Price or Merger Consideration to be paid received by the holders of Shares (other than the Company, any wholly-owned Subsidiary of the Company, Parent and Merger Subsidiary) in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholdersholders. Upon commencement of the Offer, the The Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendation of the Board of Directors of the Company described in the first sentence of this Section 2.2(a), subject to the Company. The Company’s rights to withdraw, IHK modify or amend its recommendation in accordance with the provisions of Section 6.3 and Merger Sub will promptly correct any information provided by them for use represents that it has obtained all necessary consents to permit the inclusion of the fairness opinion of PWP in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 Proxy Statement so long as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK PWP and its counsel shall be given have had a reasonable opportunity to review and comment on approve such inclusion and have approved such inclusion before the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC submission or its staff with respect to distribution of the Schedule 14D-9 and the Proxy Statement (such approval not to be unreasonably withheld, conditioned or delayed). The Company hereby represents and warrants that it has been advised that each of its directors and executive officers intends to tender pursuant to the Offer any amendments thereto, promptly after receipt thereofand all Shares they own beneficially or of record.

Company Actions. Section 1.2.1 The Company hereby consents shall, after affording each of Parent and the Purchaser a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares an Information Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board the Company Board, based on the recommendation of Directors (the Special Committee, at a meeting duly called and held)held at which a quorum was present throughout, has (iA) determined by unanimous vote of all of its directors in attendance that each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (iiB) resolved to approve approved the Offer and adopted this Agreement in accordance with the Merger and recommend DGCL, (subject to its fiduciary duties after taking into account advice of legal counselC) recommended acceptance of the Offer Offer, and approval and adoption of this Agreement by such stockholders of the Company, (iiiD) taken all other action necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") DGCL inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger and the Purchaser Stock Option Agreement; provided, however, that such recommendation and approval may be withdrawn, modified or amended to the transactions contemplated extent permitted by this Agreement Section 5.3.3. In addition, the Schedule 14D-9 will set forth, and (v) approved the Company Rights Agreement Amendment (as defined below)further represents, and (b) Xxxxxxxxxthat, prior to the execution hereof, Xxxxxxxx Xxxxx Xxxxxx & Xxxxxxxx Securities Corporation Xxxxx ("DLJ"), the Company's financial advisor, “Company Financial Advisor”) has advised delivered to the Company's Board of Directors Special Committee its written opinion that, in their opinionas of September 21, 2005 the consideration to be paid in received by the holders of Shares pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, holders of Shares from a financial point of view, . The Company hereby consents to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board described in this Section 1.2.1 and the terms of Directors the opinion of the Company Financial Advisor. Each of the Company. The Company, IHK on the one hand, and Merger Sub will each of Parent and the Purchaser, on the other hand, agree promptly to correct any information provided by any of them for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respectmisleading, and each of the Company will Company, Parent and the Purchaser further agree 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 of Company Common StockShares, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereoffederal securities laws.

Company Actions. (a) The Company hereby consents to the Offer and represents and warrants that (ai) its Board of Directors (Directors, at a meeting duly called and heldheld on October 10, 2003, has duly and by unanimous vote adopted resolutions approving the Offer, the Merger, this Agreement, the Tender and Option Agreement, the Top-up Option Agreement and the other transactions contemplated hereby and thereby (collectively, the “Transactions”), has (i) determined determining that the terms of the Offer and the Merger are fair to to, advisable and in the best interests of, the Company’s shareholders and recommending acceptance of the stockholders Offer and adoption of the Merger and this Agreement by the shareholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) Company has taken all necessary steps action to render Section 203 the provisions of the Delaware General Corporation Law (the "DGCL") inapplicable any anti-takeover statute, rule or regulation that to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that Company’s knowledge may purport to be applicable to the OfferTransactions (including Sections 2538 through 2588, inclusive, of the Merger or PBCL) inapplicable with respect to the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below)Transactions, and (biii) XxxxxxxxxBoenning & Scattergood, Xxxxxx & Xxxxxxxx Securities Corporation Inc. ("DLJ"), “B&S”) has delivered to the Company's financial advisor, has advised the Company's ’s Board of Directors that, in their opinion, its opinion (the consideration “Fairness Opinion”) that the Common Stock Price to be paid in the Offer and the Merger to received by the Company's stockholders ’s shareholders is fair, from a financial point of view, to such stockholdersshareholders and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. Upon commencement The Company has been authorized by B&S to permit the inclusion of the OfferFairness Opinion (and, subject to prior review and consent by B&S, a reference thereto) in the Company shall file with Offer Documents and in the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer referred to below and the Merger and shall permit Proxy Statement. The Company hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company’s Board of Directors of the Companydescribed in this Section 1.2. The Company, IHK Company has been advised that all of its directors and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary executive officers presently intend either to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of tender their shares of Company Common Stock, in each case as and Stock pursuant to the extent required by applicable law. IHK Offer or (solely in the case of directors and its counsel shall be given executive officers who would as a reasonable opportunity result of the tender incur liability under Section 16(b) of the Exchange Act) to review and comment on vote in favor of the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofMerger.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (the "BOARD" or "BOARD OF DIRECTORS") (at a meeting duly called and held) has unanimously (i) approved the Offer and the Merger (as defined in Section 2.1 hereof), has as provided in Section 78 of the Business Corporation Law of the Commonwealth of Massachusetts, as amended (ithe "MASSACHUSETTS BCL"), (ii) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, Company and (iiiii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement and the Merger by such the stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law . The Company further represents that Alex. Xxxxx & Sons Incorporated (the "DGCLFINANCIAL ADVISOR") inapplicable has delivered to the Merger, (iv) resolved to elect not to be subject, Board its opinion to the extent permitted by laweffect that, to any state takeover law other than Section 203 as of the DGCL that may purport to be applicable to the Offerdate of this Agreement, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the cash consideration to be paid received by the holders of Shares (other than Parent and its affiliates) in the Offer and the Merger is fair to the Company's stockholders is fair, such holders from a financial point of view, . Subject to such stockholders. Upon commencement of the Offerits fiduciary duties under applicable Laws (as defined in Section 2.4) as advised as to legal matters by outside counsel, the Company shall hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule SCHEDULE 14D-9") containing the recommendations of its Board of Directors recommendation referred to in favor clause (iii) above with the SEC (and the information required by Section 14(f) of the Offer Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the Merger and "EXCHANGE ACT"), so long as Parent shall permit the inclusion in the Offer Documents of have furnished such recommendations, in each case subject information to the fiduciary duties of Company in a timely manner) and to mail such Schedule 14D-9 to the Board of Directors stockholders of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary use its best efforts to cause the Schedule 14D-9 as so corrected to be filed on the same date as Purchaser's Schedule 14D-1 is filed and mailed together with the SEC Offer Documents; provided, that in any event the Schedule 14D-9 shall be filed and to be disseminated to holders mailed no later than 10 business days following the commencement of shares of Company Common Stock, in each case as and to the extent required by applicable lawOffer. IHK Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide IHK with Parent and its counsel copies of any written comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any amendments thereto, such comments received orally promptly after the receipt thereof.. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become 2

Company Actions. The (a) Subject to the terms and conditions set forth herein, the Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board the board of Directors (directors of the Company, at a meeting duly called and held), has (i) determined that in which a quorum of directors were present, duly and adopted by the affirmative vote of all directors present, the resolutions set forth as Exhibit "C" attached ----------- hereto, which in the manner set forth therein, approve this Agreement, the Offer and the Merger are fair to and Merger, determine that, in the best interests opinion of the stockholders board of the Companydirectors, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or and the related transactions contemplated herein are in the best interests of, the Company and its shareholders and are fair to the shareholders and recommend that holders of Shares accept the Offer and, if required by Applicable Law, approve the Merger (it being understood that, notwithstanding anything in this Agreement and (v) approved to the Company Rights Agreement Amendment (as defined below)contrary, and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), if the Company's financial advisorboard of directors modifies or withdraws its recommendation in accordance with the terms of Section 7.3(b), such modification or withdrawal shall not constitute a breach of this Agreement). The Company represents and warrants that its board of directors has advised received the Company's Board written opinion of Directors that, in their opinionSBC Warburg Dillon Read Inc., the consideration form of which is attached as Exhibit "D" attached hereto. ----------- The Company has been authorized by SBC Warburg Dillon Read Inc. to be paid permit, subject to prior review and consent by SBC Warburg Dillon Read Inc., the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit referred to below. The Company hereby consents to the inclusion in the Offer Documents of such recommendations, the recommendation of the Company's board of directors described in each case this Section 1.2 subject to the fiduciary duties right of the Board board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use directors to modify or withdraw such recommendation in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed accordance with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofSection 7.3(b).

Company Actions. (a) The Company hereby approves and consents to the Offer and the Exchange Offer and represents and warrants that (ai) its the Board of Directors of the Company and acting on the unanimous recommendation of a special committee of the Board of Directors of the Company comprised of all members of the Board of Directors other than Messrs. Bond, Chalsty, Leman and Xxxxxxxx (the "Special Committee"), at a meeting duly called and held), has unanimously (iA) determined that this Agreement and the transactions contemplated hereby, including the Offer, the Exchange Offer and the Merger Merger, taken together, are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, (B) approved this Agreement and the transactions contemplated hereby, including the Offer, the Exchange Offer and the Merger, which approval satisfies in each case as and to full the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on requirements of Section 203 of the Schedule 14D-9 prior to its filing with General Corporation Law of the SEC. The Company agrees to provide IHK with any comments that may be received from State of Delaware (the SEC or its staff "Delaware Law") with respect to the Schedule 14D-9 transactions contemplated hereby, (C) resolved to recommend that the stockholders of the Company accept the Offer and any amendments theretothe Exchange Offer, promptly tender their shares of Company Common Stock thereunder to Merger Co. and, if required by applicable law in order to consummate the Merger, approve and adopt this Agreement and the transactions contemplated hereby, provided that, subject to Section 7.04, such recommendation may be withdrawn, modified or amended if such recommendation would be reasonably likely to be inconsistent with its fiduciary duties under the applicable law as determined by the Board of Directors of the Company in good faith after receipt thereofconsultation with its legal advisors and (ii) the Company has provided the applicable notice of termination to Rawhide Holdings Corporation required by Section 10.01(e) of the Agreement and Plan of Merger, dated as of October 1, 2000 among the Company, Rawhide Holdings Corporation and Rawhide Acquisition Corporation ("Rawhide Merger Agreement"). The Company hereby consents to the inclusion in the Offer Documents and the Exchange Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all shares of Company Common Stock beneficially owned by them to Merger Co. pursuant to the Offer and the Exchange Offer or to vote such shares of Company Common Stock in favor of the approval and adoption of the transactions contemplated hereby. The Company further represents that X.X. Xxxxxx Securities Inc. has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer, the Exchange Offer and the Merger is fair to the holders of shares of Company Common Stock, from a financial point of view.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its the Company Board of Directors (at a meeting duly called and held), ) has (i) determined that this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the CompanyCompany and its shareholders, (ii) resolved to approve approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, and such approval is sufficient to render Section 912 of the New York Business Corporation Law (the "NYBCL") inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) amended the Company Rights Agreement as described in Section 4.01(n), and (iv) resolved to recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval by those Shareholders who wish to receive cash for their Shares and adoption of this Agreement by such stockholders the holders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), Shares and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"WP&Co. has delivered to the Company Board the Fairness Opinion as described in Section 4.01(l), . The Company hereby consents to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid inclusion in the Offer and Documents of the Merger recommendation referred to in this Section 1.03; provided, however, that the Company Board may withdraw, modify or change such recommendation to the Company's stockholders is fairextent, from a financial point of viewand only to the extent and on the conditions, to such stockholdersspecified in Section 5.02. Upon commencement of the Offer, the The Company shall will file with the SEC simultaneously with the filing by Parent and Sub of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (the together with all amendments and supplements thereto, "Schedule 14D-9") containing the such recommendations of its the Company Board of Directors in favor of the Offer and the Merger Merger. The Company represents, warrants and shall permit covenants that Schedule 14D-9 will comply in all material respects with the Exchange Act and any other applicable Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable Laws. The Company will include in the Schedule 14D-9 information furnished by Parent in writing concerning Parent's Designees as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder and will use its reasonable best efforts to have the Schedule 14D-9 available for inclusion in to the initial mailing (and any subsequent mailing) of the Offer Documents of such recommendations, in each case subject to the fiduciary duties Shareholders. Each of the Board of Directors of the Company. The Company, IHK Company and Merger Sub Parent will promptly correct any information provided by them for use in the Schedule 14D-9 if and to the extent that it becomes false or misleading in any material respect, respect and the Company will further take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the holders of shares of Company Common StockShares, in each case as and to the extent required by applicable lawLaw. IHK Parent and its counsel shall will be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments theretothereto prior to the filing thereof with the SEC. In connection with the Offer, the Company will promptly after receipt thereoffurnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of Shares as of the latest practicable date and will furnish Parent such information and assistance (including updated lists of shareholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable Law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Sub will, and will instruct each of their respective affiliates, associates, partners, employees, agents and advisors to, hold in confidence the information contained in such labels, lists and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with its terms, will deliver promptly to the Company (or destroy and certify to the Company the destruction of) all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined approved the Offer subject to the terms and conditions set forth herein, (ii) resolved that the Offer and the Merger other transactions contemplated hereby are fair to and in the best interests of the stockholders of the Company's shareholders, and (iiiii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholdersshareholders. Upon commencement of the Offer, the The Company shall file with the SEC Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and which shall permit reflect such recommendations. The Company hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Companyrecommendations referred to in this Section. The Company, IHK Company and Merger Sub will the Buyer shall correct promptly correct any information provided by either of them for use in the Schedule 14D-9 that becomes which shall have become false or misleading in any material respect, and the Company will shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities laws. IHK Buyer and its counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 prior to its the filing thereof with the SECCommission. The Company agrees to provide IHK Buyer with any written comments that the Company or its counsel may be received receive from the SEC or its staff Commission with respect to any documents filed by the Schedule 14D-9 and any amendments theretoCompany with the Commission in connection with the transactions contemplated hereby, promptly after receipt thereof. In connection with the Offer, the Company will upon request of Buyer promptly furnish Buyer with such information and assistance as Buyer may reasonably request, including lists of the names and addresses of the shareholders of the Company, mailing labels and lists of security positions, and such assistance as Buyer or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of Applicable Law, and except for such steps as are necessary to disseminate the Offer, Buyer (and its affiliates, associates and representatives) will hold in confidence the information contained in any such labels and lists and, if this Agreement is terminated, will upon request deliver to the Company all copies of, and any extracts or summaries from, such information then in their possession.

Company Actions. The Company hereby approves of and consents to the Offer and represents and warrants that (a) its Board of Directors (Directors, at a meeting duly called and held), has (i) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to to, and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ")of, the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer stockholders and the Merger to recommended that the Company's stockholders is fairaccept the Offer, from a financial point tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended -------- as provided in Section 5.2(b). The Company hereby consents to the inclusion in the Offer Documents of view, to such stockholdersthe recommendation of its Board of Directors described in the immediately preceding sentence. Upon Concurrently with the commencement of the OfferOffer or as promptly thereafter as practicable, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall contain the recommendations of its Board of Directors recommendation referred to in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of Section 1.2 (a) hereof unless such recommendationsrecommendation has been withdrawn, or as such recommendation has been modified or amended, in each case subject in accordance with the provisions of this Agreement. The Schedule 14D-9 shall 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 fiduciary duties Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Board 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 the Purchaser for inclusion in the Schedule 14D-9. The Company further shall take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Directors Shares, in each case as and to the extent required by applicable federal securities laws, and shall mail such Schedule 14D-9 to the stockholders of the Company promptly after commencement of the Offer, together with the initial mailing of the Offer to Purchase. Each of the Company. The Company, IHK on the one hand, and Merger Sub will Parent and Purchaser, on the other hand, shall promptly correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or and misleading in any material respect, respect and the Company will further shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stockthe Shares, in each case as and to the extent required by applicable lawfederal securities laws. IHK Parent, the Purchaser and its their counsel shall be given a reasonable an opportunity to review and comment on upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to its the filing thereof with the SEC. The In addition, the Company agrees to shall provide IHK Parent, the Purchaser and their counsel in writing with any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofof such comments and with copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. In connection with the Offer, the Company shall promptly furnish or cause to be furnished to the Purchaser mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as the Purchaser or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Except for such steps as are necessary to disseminate the Offer Documents and subject to the requirements of applicable law, Parent shall, and shall cause the Purchaser and each of their affiliates, associates, employees, agents and advisors to, hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, shall use such information only in connection with the Offer and Merger, and, if this Agreement is terminated, shall promptly deliver or cause to be delivered to the Company all copies of such information then in its possession or control or the possession or control of its agents or representatives.

Company Actions. (a) The Company hereby consents shall, after affording Parent and its counsel a reasonable opportunity to review and comment thereon, file with the SEC and mail to the holders of Shares, on the date of the filing by Parent and the Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") reflecting the recommendation of the Company Board that holders of Shares tender their Shares pursuant to the Offer and represents shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Schedule 14D-9 will set forth, and warrants the Company hereby represents, that (a) its Board of Directors (the Company Board, at a meeting duly called and held)held at which a quorum was present throughout, has unanimously (i) determined that this Agreement and each of the transactions contemplated hereby, including each of the Offer and the Merger are Merger, is advisable, fair to and in the best interests of the stockholders of the CompanyCompany and its stockholders, (ii) resolved to approve approved the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of adopted this Agreement by such stockholders of in accordance with the CompanyGCL, (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve the Merger (if such approval is required by applicable Law), (iv) taken all other action necessary steps to render the restrictions on "business combinations" under Section 203 of the Delaware General Corporation Law (the "DGCL") GCL inapplicable to the Offer and the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved taken all other action necessary to render the Rights inapplicable to the Offer and the Merger; provided, that such recommendation and approval may be withdrawn, modified or amended only after the Company Rights Agreement Amendment (as defined below), Board has made the determinations described in Section 6.9(a)(i) and (b) Xxxxxxxxxii). The Company further represents that, Xxxxxx & Xxxxxxxx Securities Corporation as of the date of this Agreement, X.X. Xxxxx ("DLJFinancial Advisor"), the Company's financial advisor, has advised delivered to the Company's Company Board of Directors its oral or written opinion that, in their opinionas of the date of this Agreement, the consideration to be paid in received by the holders of Shares (other than Parent or any of its subsidiaries) pursuant to the Offer and the Merger is fair to the Company's stockholders is fair, from a financial point of view, . The Financial Advisor has consented to such stockholders. Upon commencement the inclusion of a written copy of the Offer, foregoing fairness opinion in the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit . The Company hereby consents to the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties recommendations of the Company Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use described in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereofthis Section 1.2(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (a) its the Board of Directors (Directors, at a meeting duly called and held), has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.4) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) resolved to approve approved this Agreement, the Stock Option Agreement, the Shareholders Agreement, and the transactions contemplated hereby and thereby, including the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Companycollectively, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCLTransactions") inapplicable to the Merger), (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 and such approval constitutes approval of the DGCL that may purport to be applicable to the Offer, the Merger or Stock Option, this Agreement, the transactions contemplated by Stock Option Agreement, the Shareholders Agreement and the Transactions, for purposes of Sections 13.1-727 and Sections 13.1-728.1 ET SEQ. of the Virginia Stock Corporation Act (the "VSCA") (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; PROVIDED, THAT such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors, only after receipt of (vx) approved a written opinion from the Company Rights Agreement Amendment Company's investment banking firm that the Acquisition Proposal (as defined belowin Section 5.4(a), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fairsuperior, from a financial point of view, to the Offer and the Merger and (y) advice from independent legal counsel to the Company to the effect that the failure to withdraw, modify or amend such stockholdersrecommendation would be likely to result in the Board of Directors violating its fiduciary duties to the Company's shareholders under applicable law. Upon The Company represents that the actions set forth in this Section 1.2(a) and all other actions it has taken in connection therewith are sufficient to render the relevant provisions of Sections 13.1-725.1, 13.1-726 and 13.1-728.3 of the VSCA inapplicable to the Transactions. (b) Concurrently with the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9") containing which shall, subject to the recommendations provisions of its Board Section 5.4(b), contain the recommendation referred to in clause (iii) of Directors Section 1.2(a) hereof. The Schedule 14D-9 will comply in favor 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 shareholders, 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 Offer and circumstances under which they were made, not misleading, except that no representation is made by the Merger and shall permit Company with respect to information furnished by Parent or the Purchaser for inclusion in the Offer Documents Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of such recommendationsthe Shares, in each case subject as and to the fiduciary duties of the Board of Directors extent required by applicable federal securities laws. Each of the Company. The Company, IHK on the one hand, and Merger Sub will Parent and the Purchaser, on the other hand, agrees promptly to correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or and misleading in any material respect, respect and the Company will 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 of Company Common Stockthe Shares, in each case as and to the extent required by applicable lawfederal securities laws. IHK Parent and its counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 prior to its filing before it is filed with the SEC. The In addition, the Company agrees to provide IHK Parent, the Purchaser and their counsel with any comments comments, whether written or oral, that the Company or its counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after the receipt thereofof such comments or other communications.

Company Actions. The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has (i) unanimously determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance such approval constitutes approval of the Offer Offer, this Agreement, and approval and adoption the transactions contemplated hereby, including the Merger, for purposes of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law Law, as amended (the "DGCL"), and (iii) inapplicable to after considering its fiduciary duties under applicable law upon the Mergeradvice of counsel, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 recommend acceptance of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by approval and adoption of this Agreement and (v) approved approval of the Company Rights Agreement Amendment (as defined below)Merger by the Company's stockholders, and (b) Xxxxxxxxx, Xxxxxx Xxxxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), Co. Inc. has delivered to the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, of the consideration Company its written opinion that the Offer Consideration and the Merger Consideration to be paid received by the holders of Shares in the Offer and the Merger to the Company's stockholders Merger, respectively, is fair, from a financial point of view, to such stockholdersholders. Upon commencement The Board of Directors of the Company may withdraw or modify its approval or recommendation of the Offer, this Agreement or the Merger if the Board of Directors of the Company shall conclude in good faith upon advice of counsel that such action is required under applicable law for the discharge of such Board's fiduciary duties. The Company hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 1.3 The Company hereby agrees to file with the SEC Commission as promptly as practicable after the filing by Parent and Purchaser of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing containing, subject to the penultimate sentence of the preceding paragraph, such recommendations of its the Board of Directors of the Company in favor of the Offer and the Merger and otherwise complying with Rule 14D-9 under the Exchange Act. The Schedule 14D-9 shall permit comply in all material respects with the Exchange Act and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and, on the date filed with the Commission and on the date first published, sent or given to stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the CompanySchedule 14D-9. The Company, IHK Parent and Merger Sub will Purchaser each agree promptly to correct any information provided by them for use in the Schedule 14D-9 if and to the extent that becomes it shall have become false or misleading in any material respect, respect and the Company will further agrees to take all steps lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC Commission and to be disseminated to the holders of shares of Company Common StockShares, in each case as and to the extent required by applicable law. IHK Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments theretothereto prior to filing thereof with the Commission. In connection with the Offer, the Company shall promptly after receipt thereoffurnish Parent with mailing labels, security position listings and all available listings or computer files containing the names and addresses of the record holders of the Shares as of the latest practicable date and shall furnish Parent with such information and assistance (including updated lists of stockholders, mailing labels and lists of security positions) as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable law, and except for such actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, until consummation of the Merger, Parent and Purchaser and each of their affiliates, associates, partners, employees, agents and advisors shall hold in confidence the information contained in such labels and lists, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, in accordance with its terms, shall deliver promptly to the Company all copies of such information then in their possession or control.

Company Actions. The Subject to the right of the Board of Directors of the Company to take action permitted by Section 6.02, the Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), ) has duly adopted resolutions unanimously (with one director abstaining) (i) determined declaring that each of the Offer and the Merger are fair to and is in the best interests of the stockholders Company and its shareholders and is advisable and fair to the shareholders of the Company, (ii) resolved to approve approving the Offer and the Merger and recommend approving this Agreement, and (subject to its fiduciary duties after taking into account advice of legal counseliii) recommending acceptance of the Offer and approval and adoption of this the Agreement by such stockholders the shareholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) XxxxxxxxxRBC Dain Rauscher Inc., Xxxxxx & Xxxxxxxx Securities Corporation a member company of RBC Capital Markets ("DLJRBC"), the Company's financial advisor, has advised (x) xxx xxxxxxred to the Company's Board of Directors its opinion, dated the date hereof, to the effect that, in their opinionas of the date hereof, the consideration Transaction Consideration to be paid received in the Offer and the Merger to by the Company's stockholders shareholders of the Company is fair, fair from a financial point of view, view to such stockholders. Upon commencement the shareholders of the OfferCompany and (ii) has agreed, subject to its reasonable approval, of references to it and its opinion in the Offer Documents and Schedule 14D-9 (as hereinafter defined) to permit therein the inclusion of the full text of its opinion and references to it and its opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described above in this Section 1.02, and shall not withdraw or modify such recommendation, except in accordance with Section 6.02. The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Parent or Sub, and to the extent requested by Parent or Sub, the Company shall cooperate in the preparation of the Offer Documents. As soon as practicable after the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, including an appropriate information statement ("Information Statement") under Rule 14f-1 (such Schedule 14D-9 and Information Statement, as amended from time to time, the "Schedule 14D-9") containing and shall mail the recommendations Schedule 14D-9 to the holders of Company Common Shares. The Schedule 14D-9 shall contain the recommendation described above, unless such recommendation has been withdrawn or modified in accordance with Section 6.02. Parent and its Board counsel shall be given a reasonable opportunity to review the Schedule 14D-9 prior to its being filed with the SEC. Each of Directors in favor of the Offer Parent, Sub and the Merger and Company shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them it for use in the Schedule 14D-9 if and to the extent that becomes such information shall have become false or misleading in any material respect, and the Company will shall take all steps necessary to amend or supplement the Schedule 14D-9 and 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 of Company Common Stockthe Company's shareholders, in each case as and to the extent required by applicable lawfederal securities laws. IHK The Company shall provide Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that the Company or its counsel may be received receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and any amendments written or oral responses thereto. In connection with the Offer, provided that this Agreement shall not have been terminated in accordance with Section 9.01 hereof, the Company will, or will cause its transfer agent to, promptly after receipt furnish Sub with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Company Common Shares as of the most recent practicable date, and shall furnish Sub with such additional information (including, but not limited to, updated lists of holders of the Company Common Shares and their addresses, mailing labels and lists of security positions) and assistance as Sub or its agents may reasonably request in communicating the Offer to the shareholders of the Company. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents, Parent and Sub shall hold in confidence the information contained in any of such labels and lists and the additional information referred to in the preceding sentence, will use such information only in connection with the Offer and, if this Agreement is terminated, will promptly deliver to the Company all copies of such information (and extracts or summaries thereof) then in their possession.