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200209214 SWIM 202, Conrparty Action. (a) The Company hereby consents in the Offer and represents that its Bond of DdecwM at a meeting duly called and held had (D) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger. ate fair to and in the best interests of the Company's "aboldns. (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the regonamems of Arkansas Law, and (iii) object re Section 703(b), unanimously resolved m (x) recommend acceptance of the Offer m those shareholders of the Company who desire to receive cash for than Shares and (y) following the acceptance fe paymem of the Sham pursuant to the Offer, recommend the approval and adoption of this Agreement and the Merger by its shm bulden. The Company further represents that Credit SULS V! Pint Boston (formerly Donaldson, LuBon & knreem Securities Corporation) ( "CSFB ") bas delivered to the Company's Board of Directors its writhe uprises that the Consideration to be received by the holden of Sham is fair to the holders of Sham from a financial point of view. The Company has bean advised that all of its directors who own Sham intend either te under their Shares pursuant to the Offer a to vote in favor of the Merger. The Company will promptly furnish Parent with a lint of its record shareholders, mailing labels and my available listing or computer fat containing the names and addresses of all record holders of Shares and fists of securities positions of Sham held in stock depahaies. m each case one and comect u of the most recent prmucsble dare, and will provide to Parent such additional mformaton (including updated Ilsts of record shareholders. mailing labels and lists of securities pwitioos) and such other asmuace as Parent may reasonably request in connection with the Ofer. (b) As soon as practicable oa the day that the Offa a commenced, the Company shall file with the SEC and disammuse to holders of Sham, in each use as and to the extent required by applicable federal securities laws. a SolicintiodRecommendedon Stutterer on Schedule 14D.9 (together with my amendment` m supplements thereto, the "Schedule I4D -9 ") that, mbject re Section 703(b), shall reflect the recommendations of the Company's Board of Directors referred to she". The Company. Parent aid Merger Subsidiary each agree p mmpdy m correct my information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading to my material respect and re supplement the Schedule 1413-9 m include my ioformation that shag become necessary in order to make the statements � ofd m ,+.tarns under which they were made, am misleading. The ComPmY agrees cause the Schedule 14D-9 as an corrected to be filed with the SEC and to be disseminated re holders of Shares. in each case a and to the extent required by applicable federal securities laws. Patent and its counsel shall be given an opportunity re review and comment on the Schedule 1413.9 prior to the filing thereof with the SEC a the diasemim errs thereof to the Company's shareholders. Serna+ 2.03. Directors. (a) Effective upon the acceptance for payment of my Sham pursuant to the Offer Parent shag be entitled to designate the masher of direcaim rounded up m the text whole number, on the Company's Bard of Directors that equals the product of (i) the tout number of direr as oo the Company's Board of Directors, (giving affect m the election of my additional directors pursuant tu this Section) and 00 the percentage that the number of Shares beneficially owned by Patent snWor Merger Subsidiary (including Shares accepted for payment) bears, to the total number of Sham outstanding (such directors to be allocated as evenly as passible among each of the classes of directors of the Company) and the Company shall eke all action necessary to cause Punter's "Suces to be elected a appointed m the Company's Boatel of Directors.: including increasing the number of direction a seekirsg and accepting resignation, of incumbent directors. Parem's dedgnco shall sere as evenly ai possible among the cluaea of the Company's Bond of Dbecrors. At such time, the Company will also um its reasonable best efforo to cause individuals designated by Parent to constitute the member of members, rounded up to the next whole number. on (D) each committee of the Board and 00 each board of directors of each Subsidiary of the Company (and each commune thereof) that mp,mms the same percentage as such individuals represent on the Board of Directors of the Company (b) The Company's obligations to appoint Parent's deegg,,, to the Board of Directors shall be subject to Section 14(f) of the 1934 Ant and Rule l4f -I promulgated thereunder TTe Company shell promptly take all mtiom, and shall include in the Schedule 1413-9 such information with respect an the Company and in officers and directors. as Section 14(A and Rule 14-1 require in order to folfdl its obhgatiooa under this Section. Parent Afi