Common use of Opinion of Financial Advisor Clause in Contracts

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the holders of Shares, a signed true and a complete and correct signed copy of such which opinion has been, been or will promptly upon receipt thereof will be, delivered be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the Company’s stockholders, a complete and correct signed copy of such which opinion has been, or will promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Xxxxxx Xxxxxx Partners LLC (the “Company Financial Advisor”), has received delivered to the Company Board (or any special committee thereof) a written opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect thateffect, as of the date of this Agreementsuch date, the consideration to be received in the Offer and that the Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Stock from a financial point of view, and a complete and correct signed copy of such opinion which has been, or promptly upon receipt thereof will be, delivered been provided to Parentthe Buyer.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationMerrxxx Xxxcx & Xo., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders in the Merger is fair to the Company's such stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporationthe Financial Advisor, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Brothers, dated the date of this Agreement, to the effect that, as of such date, subject to the date of this Agreementvarious assumptions and qualifications set forth therein, the aggregate consideration to be received in the Offer and the Merger by the Company's stockholders is fair offered to the Company's stockholders ’s shareholders in the Transactions is fair, from a financial point of view, and to such shareholders, a complete and correct signed copy of such which opinion has been, or will be furnished to the Parent promptly upon receipt thereof will be, delivered to Parentfollowing its receipt.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxx Xxxxxx & Company, LLC, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch date, the consideration to be received by the stockholders of the Company in the Offer and the Merger by the Company's stockholders is fair to the Company's such stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationSunTrust Xxxxxxxx Xxxxxxxx, dated as of the date of this Agreementthe meeting of the Company's Board of Directors referred to in Section 3.01(d) above, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the holders of shares of Company Common Stock, a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx, Xxxxxxxx & Xxxx, Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock not affiliated with Parent is fair to the Company's stockholders such holders from a financial point of view, view and a complete and correct signed copy of such the signed opinion has been, or promptly upon receipt thereof will be, delivered been provided to Parent.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxx Xxxxx, has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Stock from a financial point of view, and a complete and correct signed copy of such opinion which has been, or promptly upon receipt thereof will be, delivered been provided to ParentBuyer.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporation, Xxxxxx Xxxxxxx dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the holders of Shares, a complete true and correct signed copy of such opinion which has been, or promptly upon receipt thereof will be, delivered been provided to ParentBuyer.

Opinion of Financial Advisor. The financial advisor of the Company, X.X. Xxxxxxxx & Co. (the “Financial Advisor”), has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Shares from a financial point of view, and a complete and correct signed . The Company shall deliver an executed copy of such opinion has been, or to the Parent (solely for informational purposes) promptly upon following receipt thereof will be, delivered to Parentof such opinion in written form.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx & Co., dated the date of this Agreement, in customary form to the effect that, as of the date of this Agreement, and based upon and subject to the consideration factors and assumptions set forth therein, the Merger Consideration to be received in the Offer and the Merger by the Company's stockholders of the Company pursuant to this Agreement is fair to the Company's such stockholders from a financial point of view, and a complete and correct signed copy copies of such opinion has been, or promptly upon receipt thereof will be, which opinions have been delivered to Parent.

Opinion of Financial Advisor. The board of directors of the Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co., LLC dated the date of this Agreement, to the effect that, as of such date, and subject to the date of this Agreementvarious assumptions and qualifications set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders from a financial point of view, to holders of Company Common Stock (the “Fairness Opinion”). A signed correct and a complete and correct signed copy of such opinion the Fairness Opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent prior to or concurrently with the execution and delivery of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx & Co., dated financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct signed . A written copy of such opinion has been, or will be delivered promptly upon receipt thereof will be, delivered after the date hereof to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporation---------------------------- Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, dated as of the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration Merger Consideration to be received in by the Offer and shareholders of the Company pursuant to the Merger by the Company's stockholders is fair to the Company's stockholders such shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationJ.P. Xxxxxx, dated xxted the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to holders of the Company's stockholders stock is fair from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, shall be delivered to ParentParent as soon as practicable after the date hereof.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer Merger and as a result of the Merger Special Dividend by the Company's stockholders holders of shares of Company Common Stock is fair to the Company's stockholders each such holder from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion opinions of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. Incorporated, each dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and Agreement the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the holders of Company Shares (other than the Principal Stockholders and a complete their principal stockholder). Complete and correct signed copy copies of such opinion has been, or promptly upon receipt thereof signed opinions will be, be delivered to ParentNewco simultaneously with the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Lynch, dated Pierce, Xxxxxx & Xxxxx Incorporated, financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders holders of shares of Company Stock (other than Parent, Merger Subsidiary and holders of Appraisal Shares) is fair to the Company's stockholders fair, from a financial point of view, and a complete and correct to such holders. A signed copy of such opinion has been, or will be made available to Parent for information purposes only promptly upon receipt thereof will be, delivered to Parentfollowing the date of this Agreement.

Opinion of Financial Advisor. The Company Parent has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. LLC, dated the date of this Agreement, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to Parent, a signed copy of which opinion will be made available to the Company for informational purposes only promptly following the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationX.X. Xxxxxxxx & Co. (the "Company Financial Advisor"), dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementhereof, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders of the Company is fair to the Company's stockholders from a financial point of viewview to the shareholders of the Company, and a true and complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent prior to the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxx & Company, dated the date of this Agreement, Inc. to the effect that, as of the date of this Agreement, and based upon and subject to the consideration factors and assumptions set forth therein, the Merger Consideration to be received in the Offer and the Merger by the Company's stockholders of the Company pursuant to this Agreement is fair to the Company's such stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent solely for informational purposes as promptly as practicable after the date of this Agreement.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxxx Xxxxxxxx Partners LP (the “Financial Advisor”), has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Stock from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof which will be, be delivered to Parentthe Parent as soon as possible on or following the date hereof.

Opinion of Financial Advisor. The financial advisor of the ---------------------------- Company, Xxxxxx Xxxxxxx Xxxx Xxxxxx, has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, that as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders of the Company is fair to the Company's stockholders fair, from a financial point of view, and to the stockholders of the Company. The Company has provided a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx & Company, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or will promptly upon receipt thereof will be, be delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporationthe Company Financial Advisor, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders such holders from a financial point of view, and . The Company shall provide a complete and correct signed written copy of such opinion to Parent as soon as practicable after the date of this Agreement for information purposes only and the Company has been, or promptly upon receipt thereof will be, delivered received the consent of the Company Financial Advisor to Parentinclude such written opinion in the Proxy Statement/Prospectus.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxx-Xxxxxx Capital Group, LLC (the “Financial Advisor”), has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Stock from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof which will be, be delivered to Parentthe Parent as soon as possible on or following the date hereof.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxxxx Xxxxxxx & Co., dated the date of the Board's approval of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co. (the “Company Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration Merger Consideration to be received by the holders of the Company Common Stock, taken in the Offer and the Merger by the Company's stockholders aggregate, is fair to the Company's stockholders from a financial point of viewview to such holders, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, dated the date of this Agreement, to the effect that, as of such date, based upon and subject to the date of this Agreementvarious assumptions and limitations set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock pursuant to this Agreement is fair to the Company's stockholders fair, from a financial point of view, and to such holders, a complete and correct signed copy of such which opinion has been, or will be made available to Parent for informational purposes only promptly upon receipt thereof will be, delivered to Parentfollowing the date of this Agreement.

Opinion of Financial Advisor. The Company Board has received the opinion (to be confirmed in writing) of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxxxxx Xxxxx LLC (the “Company’s Financial Advisor”), financial advisor to the Company, dated the date of this AgreementMarch 15, 2020 to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and that the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the common stockholders of the Company. The Company will make available to Parent solely for informational purposes a complete and correct signed copy of such fairness opinion has been, or promptly upon receipt thereof will be, delivered to Parentfollowing the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe Xxxporationeach of Credit Suisse and Duff & Pxxxxx, LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock, other than the Excluded Persons, is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, been (or will be promptly upon receipt thereof will be, following the date of this Agreement) delivered to Parent.

Opinion of Financial Advisor. The Company Xxxxxx, Xxxxxxxx & Company, Incorporated has received delivered to the opinion Company’s Board of Interstate/Johnxxx Xxxe XxxporationDirectors its written opinion, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementhereof and based upon and subject to the qualifications, considerations, assumptions and limitations set forth therein, the consideration Merger Consideration to be received by holders of Company Shares in the Offer and connection with the Merger by pursuant to the Company's stockholders Merger Agreement is fair to the Company's stockholders such holders of Company Shares, from a financial point of view, a signed true and a complete and correct signed copy of such which opinion has been, or will promptly upon receipt thereof will be, delivered be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationDuff & Xxxxxx, LLC, dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to holders of shares of Company Common Stock, a signed copy of which opinion will be made available to Parent promptly after the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationWedbush Securities Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the holders of Shares, a signed true and a complete and correct signed copy of such which opinion has been, been or will promptly upon receipt thereof will be, delivered be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxxxx Xxxxxxx & Co., dated the date as of this AgreementJanuary 6, 2000, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Company Merger by the Company's stockholders Consideration is fair to the Company's stockholders holders of Company Common Stock from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, Xxxxx & Co. (the "Financial Advisor"), dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders is fair to the Company's stockholders shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered made available to Parent.

Opinion of Financial Advisor. The Company has received the an opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, Xxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementhereof, the consideration to be received by holders of Company Common Shares in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders fair, from a financial point of view, and a to such holders. A complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered be made available to Parent.Parent as soon as practicable after the date of this Agreement

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx, dated on or about the date of this Agreement, to the effect that, as of such date and based upon the date of this Agreementconsiderations and subject to the assumptions stated in its opinion, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the holders of shares of Company Common Stock, a signed true and a complete and correct signed copy of such which opinion has been, been or will promptly upon receipt thereof will be, delivered be provided to ParentParent for informational purposes.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”), dated September 19, 2008, to the effect that the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock, a copy of which opinion has been delivered to the Parent or will be delivered to the Parent promptly following the date of this Agreement, to . It is agreed and understood that such opinion may not be relied on by the effect that, as of the date of this Agreement, the consideration to be received in the Offer and Parent or the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to ParentSub.

Opinion of Financial Advisor. The Company has received ----------------------------- the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, Xxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or will promptly be delivered to Parent upon receipt thereof will be, delivered to Parentby the Company.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationSagent Advisors Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent and U.S. Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this AgreementXxxxx Xxxxxxx & Co., to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received by the holders of Company Common Stock in the Offer and connection with the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Associates, Inc. (the “Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of this Agreementhereof and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received in by the Offer and holders of Common Shares pursuant to the Merger by the Company's stockholders is fair to the Company's stockholders such holders from a financial point of view, and . The Company has made available a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Interstate/Johnxxx Xxxe XxxporationRxxxxxx Jxxxx & Associates and Sxxxxx, Xxxxxxxx & Company, Incorporated, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's ’s stockholders is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent and Merger Sub.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co., dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and a complete and correct to the holders of shares of Company Common Stock. A signed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly after the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx, dated Xxxxxxxx & Company, Incorporated, financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this AgreementJune 6, 2014, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct . A signed copy of each such opinion has been, or will be made available to Parent for information purposes only promptly upon receipt thereof will be, delivered to Parentfollowing the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx & Co., dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Per Share Merger by the Company's stockholders Consideration is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion ---------------------------- of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Company L.L.C., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders (other than Parent or any affiliate thereof) is fair to the Company's stockholders such holders of Shares from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company Xxxxxx has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxx & Company, dated Inc. on the date of this Agreement, Agreement to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and that the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to ParentXxxxxx.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx Xxxxxx, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementhereof, the consideration to be received in the Offer and the Merger by the Company's stockholders of the Company is fair to the Company's stockholders from a financial point of viewview to the stockholders of the Company, and a true and complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent prior to the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion opinion, to be confirmed in writing, of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") to the effect that, as of the date of this Agreement, the consideration to be received by holders of Class A Common Stock in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationUBS Securities LLC and Gxxxxxx, Sxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the Company’s stockholders, a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly after the date of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationPagemill Partners, dated LLC, financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct signed . A copy of such opinion has been, or promptly upon receipt thereof will be, delivered shall be provided to ParentParent solely for informational purposes as soon as practicable after the date of this Agreement.

Opinion of Financial Advisor. The Company Board has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, dated Xxxxx & Co., financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Stock pursuant to this Agreement is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly following the date of this Agreement (and in any event, within five Business Days).

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationJ.X. Xxxxxx Securities LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received paid to the holders of the Company Common Stock in the Offer and the proposed Merger by the Company's stockholders is fair to the Company's stockholders fair, from a financial point of view, and a complete and correct signed to such holders (the “Fairness Opinion”). A copy of such written opinion has been, or shall be provided to Parent solely for informational purposes promptly upon after receipt thereof will be, delivered to Parentby the Company.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationX. X. Xxxxxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of shares of Company Common is fair to the Company's stockholders each such holder from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, Xxxxxx & Xxxxx, LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent for informational purposes only promptly after the Company’s receipt thereof.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxx, dated the date of this Agreement, Lufkin & Xxxxxxxx Securities Corporation to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders is fair to the Company's stockholders shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporationthe Company's Banker, dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to holders of shares of Company Common Stock, a signed copy of which opinion will be made available to Parent promptly after the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx, dated Xxxxxxxx & Xxxxx, as of the date of this Agreementhereof, to the effect that, as of the date of this Agreementhereof, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co. LLC, dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, and subject to the consideration qualifications and assumptions set forth in such opinion, the Merger Consideration to be received in the Offer paid to holders (other than Parent and the Merger by the Company's stockholders its affiliates) of Shares is fair to the Company's stockholders fair, from a financial point of view, to such holders. A signed and a complete and correct signed copy of such opinion has been, or will promptly upon be made available to Parent for informational purposes only following receipt thereof will be, delivered to Parentby the Company.

Opinion of Financial Advisor. The Board of Directors of the Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders from a financial point of viewview to the Company's stockholders, and a complete and correct signed copy of such opinion which has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationMxxxxx Sxxxxxx & Co. Incorporated financial advisor to the Company, dated as of the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch opinion, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co., dated the date of this Agreement, to the effect that, as of that the date of this Agreement, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders holders of the Company Common Stock from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Company L.L.C., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders (other than Parent or any affiliate thereof) is fair to the Company's stockholders such holders of Shares from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent. 3.15.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co., dated the date of this Agreement, to the effect that, as of that the date of this Agreement, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders holders of the Company Common Stock from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Associates, dated Inc., financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company Board has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxxxxx Partners LP, dated financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreementsuch opinion, and based upon and subject to the factors and assumptions set forth therein, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Stock pursuant to this Agreement is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent promptly following the date of this Agreement (and in any event, within five Business Days).

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Lynch, dated Pierce, Xxxxxx & Xxxxx Incorporated, financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's ’s stockholders from a financial point of view, an accurate and a complete and correct signed copy of such which opinion has been, or will be made available to Parent promptly upon receipt thereof will be, delivered to Parentfollowing the execution and delivery of this Agreement for informational purposes.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxxx, dated the date of this Agreement, to the effect that, as of the date of this Agreement, based on the consideration to be received in the Offer assumptions, qualifications and limitations contained therein, the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the Company’s stockholders (other than Parent and Merger Sub), a complete and correct signed copy of such which opinion has been, or will be delivered (solely for informational purposes) to Parent promptly upon after receipt thereof will be, delivered to Parentby the Company.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. Incorporated, dated October 25, 2007, to the effect that the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock, a copy of which opinion has been delivered to the Parent or will be delivered to the Parent promptly following the date of this Agreement, to . It is agreed and understood that such opinion may not be relied on by the effect that, as of the date of this Agreement, the consideration to be received in the Offer and Parent or the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to ParentSub.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxx LLC, dated as of the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration Merger Consideration to be received in the Offer and pursuant to the Merger Agreement by the Company's stockholders holders of the Company Common Stock is fair to the Company's stockholders such holders from a financial point of view, . A correct and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to Parentthe Buyer Parties solely for informational purposes promptly after the date hereof. Xxxxxxxxx LLC has consented to the inclusion of such opinion in the Proxy Statement.

Opinion of Financial Advisor. The Company has received the ---------------------------- opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx & Company, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent for informational purposes only.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. LLC, dated the date of this Agreement, to the effect that, as of such date and subject to the date of this Agreementvarious qualifications and assumptions set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, shall be delivered to ParentParent solely for informational purposes promptly after the date hereof.

Opinion of Financial Advisor. The Company Board has received the opinion opinions of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Associates and Xxxxxx, Xxxxxxxx & Company, Incorporated, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's ’s stockholders is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent and Merger Sub.

Opinion of Financial Advisor. The Company Board has received the opinion of Interstate/Johnxxx Xxxe Xxxporation, dated Xxxxxx Capital Markets & Advisory on or prior to the date of this Agreement, to the effect that, as of the date of this Agreementsuch opinion and subject to the assumptions and limitations set forth therein, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration, is fair to the Company's stockholders fair, from a financial point of view, and a complete and correct signed to the holders of Company Common Stock. An executed copy of such opinion has been, or promptly upon receipt thereof will be, be delivered to ParentParent solely for informational purposes after execution of this Agreement, and it is agreed and understood that such opinion may not be relied on by Parent or Sub.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe Xxxporation, dated Xxxxxxx Xxxxx & Company ("Xxxxxxx Xxxxx") on or prior to the date of this Merger Agreement, to ------------- the effect that, as of the date of this Agreementsuch opinion, the consideration to be received in pursuant to the Offer and the transactions contemplated under this Merger by the Company's stockholders Agreement is fair to the Company's stockholders Company Shareholders from a financial point of view, and the Company will promptly, after the date of this Merger Agreement, deliver a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to ParentAcquiror.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe XxxporationXxxx Capital Partners, LLC dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received paid in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders fair, from a financial point of view, to the holders of Company Common Stock, and has provided a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company Company's Board of Directors has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx Xxxx Xxxxxx, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders from a financial point of view, and a complete and correct view to holders of shares of Common Stock. A signed copy of such opinion has been, or will be made available to Parent promptly upon receipt thereof will be, delivered to Parentafter the date hereof.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationX.X. Xxxxxx, dated the date of this Agreement, to the effect that, as of such date (subject to the date of this Agreementfactors, assumptions, qualifications and limitations set forth in such opinion), the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, to the holders of Shares, a signed true and a complete and correct signed copy of such which opinion has been, been or will promptly upon receipt thereof will be, delivered be provided to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxx Xxxxxx Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Non-Continuing Stockholders is fair to the Company's stockholders such stockholders, from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, be delivered to ParentBuyer promptly after the Company's receipt thereof.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx & Co. Incorporated, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx, dated Sachs & Co., financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's ’s stockholders from a financial point of view, and a complete and correct . A signed copy of each such opinion has been, or will be made available to Parent for information purposes only promptly upon receipt thereof will be, delivered to Parentfollowing the date of this Agreement.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration Merger Consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders from a financial point of viewview to such holders, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, delivered shall be provided by the Company to Parent.

Opinion of Financial Advisor. The Company has received the written opinion (the “Fairness Opinion”) of Interstate/Johnxxx Xxxe XxxporationRxxxxxx Jxxxx & Associates, Inc. (“Rxxxxxx Jxxxx”), dated the date of this Agreement, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders fair, from a financial point of view, and to the Company’s stockholders, a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxx, dated the date of this Agreement, Lufkin & Xxxxxxxx Securities Corporation to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders is fair to the Company's stockholders shareholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxxxx & Co. Inc., dated financial advisor to the date of this AgreementCompany, to the effect that, as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders ’s shareholders from a financial point of view, and a complete and correct signed . A copy of such opinion has been, or will be provided to Parent promptly upon following receipt thereof will be, delivered to Parentby the Company for information purposes.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporationthe Company’s Banker, dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to holders of shares of Company Common Stock, a signed copy of which opinion will be made available to Parent promptly after the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to the Company's stockholders from a financial point of view, and a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Co., dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementhereof, the consideration to be received in the Offer and the Merger by the Company's stockholders of the Company is fair to the Company's stockholders from a financial point of viewview to the stockholders of the Company, and a true and complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, been delivered to ParentParent prior to the execution of this Agreement.

Opinion of Financial Advisor. The Company has received the written opinion of Interstate/Johnxxx Xxxe Xxxporationeach of Credit Suisse and Duff & Xxxxxx, LLC, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock, other than the Excluded Persons, is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, been (or will be promptly upon receipt thereof will be, following the date of this Agreement) delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx Xxxxx & Associates, dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of shares of Company Common is fair to the Company's stockholders each such holder from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxxxxxx Xxxxxxx & Co., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders is fair to such holders of the Company's stockholders Company Common Stock from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to ParentSub.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe Xxxporation, Morgxx Xxxnxxx Xxxx Xxxxxx & Xo. dated the date of this Agreementhereof, to the effect that, 37 33 as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders Consideration is fair to the Company's stockholders from a financial point of viewview to the holders of shares of Company Common Stock, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The financial advisor of the Company, Xxxxxx Xxxxxxx Xxxx Xxxxxx, has delivered to the Company has received the an opinion of Interstate/Johnxxx Xxxe Xxxporation, dated the date of this Agreement, Agreement to the effect that, that as of the date of this Agreement, the consideration to be received in the Offer and the Merger by the Company's stockholders of the Company is fair to the Company's stockholders fair, from a financial point of view, and to the stockholders of the Company. The Company has provided a complete and correct signed copy of such opinion has been, or promptly upon receipt thereof will be, delivered to Parent.

Opinion of Financial Advisor. The Company ----------------------------- has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxx Xxxxxxx, dated the date of this Agreementhereof, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders shareholders (other than Parent and its affiliates) is fair to the Company's stockholders such shareholders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or promptly upon receipt thereof will be, been delivered to Parent.

Opinion of Financial Advisor. The Company has received the opinion of Interstate/Johnxxx Xxxe XxxporationXxxxxxx & Company, Inc., dated the date of this Agreement, to the effect that, as of the date of this Agreementsuch date, the consideration to be received in the Offer and the Merger by the Company's stockholders holders of Company Common Stock is fair to the Company's stockholders such holders from a financial point of view, and a complete and correct signed copy of such which opinion has been, or will be promptly upon after receipt thereof will beby the Company thereof, delivered to Parent.