Common use of Company Actions Clause in Contracts

Company Actions. The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the 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 “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota West Virginia Business Corporation Act (“MBCAWVBCA”), (iii) approved the Tender and Voting Agreement and the transactions contemplated thereby (iv) resolved to recommend that shareholders of the 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 “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and heldirrevocably resolved to elect, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of directors’ power and authority and to the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Mergerextent 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 laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreementtransactions contemplated hereby and thereby. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect, subject to Section 5.3, the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Co. and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information 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 federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Co. with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Co. may reasonably request in connection with the Offer and the Merger. Parent and Acquisition Co. 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, upon request, deliver to the Company or destroy (as requested), and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy (as requested), all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has (i) determined that this Agreement and the transactions contemplated herebyby this Agreement, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated herebyby this Agreement, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Delaware General Corporation Act Law (“MBCA”the "DGCL"), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the Company accept the Offer and Offer, tender their shares of Company Common Stock and the Rights pursuant to the Offer and (if required by applicable law) adopt and approve this Agreement and the Merger (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”"), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having for the effect purpose of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might otherwise apply to the Offer or Offer, the Merger Merger, any of the Stockholder Agreements, any of the Financing Documents or any of the other transactions contemplated by this Agreement, any of the Tender and Voting Agreement Stockholder Agreements or any of the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementFinancing Documents. Subject to Section 5.3, 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer DocumentsDocuments 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 directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted. (b) Notwithstanding anything to the contrary contained in Section 1.2(a), at any time prior to the Acceptance Date, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer by a third party unaffiliated with the Company to acquire or otherwise enter into a transaction which would result in such third party becoming the holder of at least a majority of the outstanding shares of Company Common Stock is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least two business days' prior notice of any meeting of the Company's board of directors or any committee thereof at which such board of directors or such committee will determine whether such offer is a Superior Offer; (iii) the Company's board of directors determines in good faith (after taking into account the advice of Banc of America Securities LLC or another independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Offer; (iv) the Company's board of directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in light of such Superior Offer, the failure to withdraw or modify such

Company Actions. The Company hereby approves of and consents to the Offer and represents that and warrants that, subject to the terms and conditions set forth in this Agreement, (a) its board Board of directors, Directors (at a meeting duly called and held or pursuant to unanimous written action, has: held) has (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, Merger (as defined in Section 2.1) are fair to and in the best interests of the Company and its shareholders; stockholders of the Company, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including resolved to recommend acceptance of the Offer and the Merger, in accordance with the requirements approval and adoption of this Agreement by stockholders of the Minnesota Business Corporation Act (“MBCA”)Company, (iii) resolved taken all necessary steps to recommend that shareholders render Section 203 of the Company accept Delaware General Corporation Law, as amended (the Offer and tender their shares of Company Common Stock and the Rights pursuant "DGCL"), inapplicable to the Offer Merger and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and heldresolved to elect not to be subject, to the extent necessarypermitted by law, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 other than Section 203 of the MBCA, DGCL that might otherwise apply may purport to be applicable to the Offer or Offer, the Merger or any of the other transactions transaction contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition (b) Lazard Freres & Co. Option Agreement. FinallyLLC, the Company's investment banker, has delivered to the Board of Directors of the Company represents that its board written opinion to the effect that, based upon and subject to the matters set forth therein and as of directors and/or compensation committee thereof the date thereof, the consideration to be paid to the Company's stockholders in the Offer and Merger is fair, from a financial point of view, to those stockholders, and such opinion has adopted any necessary resolutions 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 provide for their satisfaction with the treatment 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. The Company Options 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 3.2(b) below) as 6.1(a). Contemporaneously with the commencement of the Offer, the Company will, subject to the terms and conditions set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, file with the Company hereby consents to 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 Merger and will permit the inclusion of the Company Board Recommendation in the Offer DocumentsDocuments of such recommendations, in each case subject to the provisions of Section 5.1(e). The Company, Parent and 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 the Shares, in each case as and to the extent required by law. Parent and its counsel 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 Parent and its counsel with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt. 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. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Delaware General Corporation Act Law (“MBCADGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the 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 (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 Merger (Offer and adopt this Agreement being referred to as the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any state takeover law or similar LawLegal Requirement, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 Section 203 of the MBCADGCL, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, : (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; 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 directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to Section 5.3, shall reflect the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Acquisition Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information 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 federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will promptly furnish Parent and Acquisition Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Sub may reasonably request in connection with the Offer and the Merger. Parent and Acquisition 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, upon request, deliver to the Company or destroy, and will use their reasonable efforts to cause their agents to deliver to the Company or destroy, all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that its board the Board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests Directors of the Company and its shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the 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 “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents thatCompany, 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 (the “Special Committee”) has duly and unanimously adopted a resolution having the effect of causing the Company, Parent, resolutions approving this Agreement and Acquisition Co., this each Company Ancillary Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 determining that the terms of the MBCAOffer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that might otherwise apply the Company's stockholders accept the Offer and tender their shares pursuant to the Offer or and approve and adopt this Agreement and the Merger or any of Company Ancillary Agreements and the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option AgreementMerger. Finally, the The Company represents that its board Board of directors and/or compensation committee thereof Directors has adopted any necessary resolutions received the opinion of Broadview Associates LLC that the proposed consideration to provide for be received by the treatment holders of shares of the Company Options (as defined in Section 3.2(b) below) as set forth in Section 2.5(b) Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of this Agreementview, and a complete and correct signed copy of such opinion will be promptly delivered by the Company to Parent. Subject to Section 5.3, the The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer DocumentsDocuments of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a) (subject to Section 5.2) and will use all reasonable efforts to obtain the consent of Broadview Associates LLC to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in the preceding sentence. (b) On 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 (such Schedule 14D-9, as amended from time to time, together with all

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, hasvote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and its shareholdersstockholders; (ii) approved and adopted declared advisable this Agreement and Agreementand the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), MGCL; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt (iv) to the extent required by the MGCL, approved and approve this Agreement and directed that the Merger be submitted for consideration at a meeting of the Company’s stockholders as contemplated hereby (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if applicable, approve the Merger, being referred to collectively as the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, Except to the extent necessaryexpressly permitted by Section 7.03: (A) the Company Board (as it may be constituted on the date hereof) shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special CommitteeSchedule 14D-9”) has adopted shall include the Board 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 a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreementmanner adverse to Parent or Merger Subsidiary, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.03, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and the information required by Section 2.02 and, subject only to Section 7.03, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is ten (10) Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; and (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with all Applicable Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Applicable Law: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to correct promptly any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date; and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has unanimously (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, Transactions are fair to advisable and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Transactions in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)DGCL, and (iii) resolved to recommend that shareholders stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights Shares pursuant to the Offer and adopt and approve (such recommendation set forth in this Agreement and the Merger clause (iii) the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3Sections 1.2(b) and 1.2(c), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) None of the Company, the Board of Directors of the Company or any committee thereof shall (i)(A) withhold, fail to include in (or remove from) the Schedule 14D-9, withdraw, qualify or modify (or resolve, determine or propose to withhold, fail to include in (or remove from) the Schedule 14D-9, withdraw, qualify or modify) the Company Board Recommendation or (B) adopt, approve, recommend, submit to stockholders or declare advisable (or resolve, determine or propose to adopt, approve, recommend, submit to stockholders or declare advisable) any Acquisition Proposal (any action described in this clause (i) being referred to as an “Adverse Change Recommendation”) or (ii) adopt, approve, recommend, submit to stockholders or declare advisable (or resolve, determine or propose to adopt, approve, recommend, submit to stockholders or declare advisable), or allow any Acquired Corporation to execute or enter into, any Contract constituting or related to, or that is intended to or would be reasonably likely to lead to, any Acquisition Transaction, or requiring or reasonably likely to cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (any such Contract, an “Alternative Acquisition Agreement”), except as expressly permitted by Section 1.2(c) or 5.4(a). (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Purchaser accepting, for the first time, for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”), the Company’s Board of Directors may make an Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement if and only if: (i) the Company is not in breach of Section 5.4; (ii) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make the Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; (iii) Parent shall have received from the Company prior written notice of the Company’s intention to make an Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement at least four (4) business days prior to making any Adverse Change Recommendation or terminating this Agreement to enter into a Specified Agreement (a “Change of Recommendation Notice”); (iv) if the decision to make an Adverse Change Recommendation is not in connection with an Acquisition Proposal, then (A) an Intervening Event shall have occurred, and (B) the Company shall have complied with clauses (x) through (z) as follows: (x) the Change of Recommendation Notice shall have provided a reasonable description of the Intervening Event and the reasons for the Adverse Change Recommendation, (y) the Company shall have given Parent a four (4) business day period following Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, and (z) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel, the Company’s Board of Directors shall have determined, in good faith, that the failure to make the Adverse Change Recommendation would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; and (v) if the decision to make an Adverse Change Recommendation is in connection with an Acquisition Proposal or if the Company intends to terminate this Agreement to enter into a Specified Agreement, then the Company shall comply with clauses (A) through (E) as follows: (A) prior to giving effect to clauses (B) through (E), the Company’s Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor of nationally recognized reputation, that such Acquisition Proposal is a Superior Offer, (B) the Company shall have provided to Parent in writing the material terms and conditions of such Acquisition Proposal and copies of all material documents relating to such Acquisition Proposal in accordance with Section 5.4, (C) the Company shall have given Parent the four (4) business day period following Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, so that the Acquisition Proposal would no longer constitute a Superior Offer and (D) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel and its financial advisor of nationally recognized reputation, the Company’s Board of Directors shall have determined in good faith that such Acquisition Proposal remains a Superior Offer and that the failure to make the Adverse Change Recommendation or terminate this Agreement to enter into a Specified Agreement would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements and (E) if the Company intends to terminate this Agreement to enter into a Specified Agreement, the Company shall have complied with Section 8.1(f). For the avoidance of doubt, the provisions of this Section 1.2(c) shall also apply to any material amendment to any Acquisition Proposal or any successive Acquisition Proposals (except that any reference to four (4) business days shall instead be two (2) business days). Nothing contained in this Section 1.2(c) shall prohibit the Company’s Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated under the Exchange Act; provided, however, that any such disclosure does not contain either an express Adverse Change Recommendation or any other statements by or on behalf of the Company or the Board of Directors of the Company that would reasonably be expected to have the same effect as an Adverse Change Recommendation. Neither the Company nor its Board of Directors shall be permitted to recommend that the Company stockholders tender any securities in connection with any tender or exchange offer or otherwise approve, endorse or recommend any Acquisition Proposal, unless in each case, in connection therewith, the Company’s Board of Directors effects an Adverse Change Recommendation in accordance with the terms of this Agreement. (d) As promptly as practicable on the day that the Offer is commenced, the Company shall, following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Sections 1.2(b) and 1.2(c), shall reflect the Company Board Recommendation. The Schedule 14D-9 shall include as an exhibit an Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company agrees that it will cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Legal Requirements. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to use all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9. (e) The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. The (a) To the extent such action is consistent with the fiduciary duties of the Board (or a nominating committee thereof), the Company hereby approves and consents agrees to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and include in the best interests slate of nominees recommended by the Company Board those SB Investor Nominees and its shareholders; (ii) approved and adopted this Agreement and Stockholder Nominees designated by the transactions contemplated hereby, including the Offer and the Merger, Stockholders in accordance with the requirements terms hereof and to include such persons in the Company’s proxy materials and form of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved proxy disseminated to recommend that shareholders stockholders of the Company accept in connection with the Offer election of directors (including at any special meeting of stockholders held for the election of directors). Each of the Stockholders shall include in its written communication of designation to the Board (or a nominating committee thereof), which shall be delivered no later than 15 days prior to the Board or nominating committee meeting to consider a slate of director nominees, (x) director biographies in customary form and tender their shares (y) reasonably detailed information regarding the independence of each such nominee intended to qualify as independent. To the extent such action is consistent with the fiduciary duties of the Board (or a nominating committee thereof), the Company Common Stock shall use its reasonable best efforts to cause the election of each such designee to the Board, including nominating such designees to be elected as directors and by soliciting proxies in favor of the election of such persons. (b) In the event that at any time the number of directors entitled to be designated by a Stockholder pursuant to Sections 2.2 or 2.3 decreases, such Stockholder and the Rights pursuant Company shall take reasonable actions to cause a sufficient number of designated directors to resign from the Board at or prior to the Offer and adopt and approve this Agreement and the Merger end of such designated director’s term (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, to the extent necessary, a special committee of as may be determined by the Company’s board nominating and corporate governance committee) such that the number of directors formed designated by such Stockholder after such resignation(s) equals the number of directors such Stockholder is then-entitled to designate pursuant to Sections 2.2 and 2.3 (as applicable). Subject to Section 2.8(b), any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or may be filled by a majority vote of the Board or a committee thereof in accordance with Section 302A.673 2.8(b). Notwithstanding the foregoing, such designated director(s) need not resign from the Board at or prior to the end of such director’s term if the Company’s nominating and corporate governance committee recommends the nomination of such director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and upon such election, such director shall no longer be considered a designee of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documentsapplicable Stockholder).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that the making of the Offer by Parent or Purchaser pursuant to this Agreement and the transactions contemplated herebyhereby and by the Stockholder Support Agreement have been consented to by the Company Board in accordance with the terms and provisions of the Confidentiality Agreement, specifically including the Offer dated November 26, 2007, between Parent and the MergerCompany (as amended on November 28, are fair to and in 2007, the best interests of the Company and its shareholders; “Confidentiality Agreement”), (ii) approved the Company Board (at a meeting or meetings duly called and adopted held) has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to, and in accordance with the requirements best interests of, the stockholders of the Minnesota Business Corporation Act (“MBCA”)Company, (iiiB) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and adopt and approve 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 recommend acceptance of the Offer and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”), (ivD) approved irrevocably taken all necessary steps to render Section 203 of the Tender Corporation Law inapplicable to Parent and Voting Agreement Purchaser and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co.Merger, this Agreement, the Tender and Voting Stockholder Support Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including acquisition of Shares pursuant to the Offer and (E) irrevocably resolved to elect, to the Mergerextent 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 or similar Lawlaws and regulations (collectively, including“Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement and (iii) Xxxxxxxxx & Company, without limitationInc. (the “Company Financial Advisor”), Sections 302A.671the Company’s financial advisor, 302A.673 and 302A.675 has delivered its opinion to the Company Board to the effect that, as of the MBCA, that might otherwise apply date thereof and based upon and subject to the matters set forth therein, the consideration to be paid in the Offer or and the Merger or any to the Company’s stockholders is fair, from a financial point of view, to such stockholders. As soon as practicable after the date hereof, an executed copy of the other transactions contemplated by this Agreement, written opinion of the Tender and Voting Agreement or Company Financial Advisor will be delivered to Parent. (b) On the Acquisition Co. Option Agreement. Finallydate the Offer Documents are filed, the Company represents that its board shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the “Schedule 14D-9”) containing, subject to Section 6.02(d), the recommendations of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the treatment of Company Options (as defined Board described in Section 3.2(b1.02(a) below) as set forth in Section 2.5(b) of this Agreement. Subject and, subject to Section 5.36.02(d), the Company hereby consents to the inclusion of the Company Board Recommendation such recommendations in the Offer DocumentsDocuments and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the Company’s stockholders. Parent, Purchaser and 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 (i) to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof and prior to responding thereto and (ii) to provide Parent and Purchaser with any comments or responses thereto. If at any time prior to the Closing, any information relating to the Offer, the Merger, Parent, Purchaser, the Company or any of their respective Affiliates, directors or officers is discovered by the Company or Parent, which information should be set forth in an amendment or supplement to the Schedule 14D-9 so that the Schedule 14D-9 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 are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to holders of Shares, in each case, as and to the extent required by applicable law or any applicable rule or regulation of NASDAQ.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, hasvote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and its shareholdersstockholders; (ii) approved and adopted declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), MGCL; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt (iv) to the extent required by the MGCL, approved and approve this Agreement and directed that the Merger be submitted for consideration at a meeting of the Company’s stockholders as contemplated hereby (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, if applicable, approve the Merger, being referred to collectively as the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, Except to the extent necessaryexpressly permitted by Section 7.03: (A) the Company Board (as it may be constituted on the date hereof) shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special CommitteeSchedule 14D-9”) has adopted shall include the Board 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 a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreementmanner adverse to Parent or Merger Subsidiary, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.03, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and the information required by Section 2.02 and, subject only to Section 7.03, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is ten (10) Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; and (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with all Applicable Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Applicable Law: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to correct promptly any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date; and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger.

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 its the Company’s board of directors, at a meeting duly called and held or pursuant to unanimous written action(the “Company Board Meeting”), hashas unanimously: (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the Merger, taken together, are fair to and in the best interests of the Company and its shareholdersthe Company’s stockholders; (ii) 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 transactions contemplated herebyContemplated Transactions, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act 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; (“MBCA”), iv) declared the advisability of this Agreement; (iiiv) resolved to recommend that shareholders the stockholders 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 Rights 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 and approve this Agreement and the Merger (being referred to as the “Company Board Recommendation”), ; (ivvi) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, 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 similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, other Legal Requirement that might otherwise apply to the Offer or Tender and Support Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (vii) directed that the Tender approval and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) adoption of this AgreementAgreement 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 only to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and the inclusion of the foregoing determinations in the Offer Documents. (b) Contemporaneously with the filing by Parent and Acquisition Sub of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer Documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and the information required by Section 1.3(b), shall reflect that the Merger is governed by Section 251(h) of the DGCL and shall be consummated as soon as practicable following the completion of the Offer (which, subject to Section 7, shall be immediately following the Acceptance Time), and, subject only to Section 5.3, shall reflect the Company Board Recommendation and the same determinations and approvals of the Company’s board of directors as set forth in the Offer Documents in accordance with Section 1.2(a). The Company shall also 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 shall use commercially reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall give due consideration to any such reasonable comments. The Company shall promptly notify Parent and its legal counsel upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent and its legal counsel with copies of all written correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, or, if not in writing, a description of such communication. The Company shall give Parent and its counsel a reasonable opportunity to participate in preparing the proposed response of the Company to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company shall give due consideration to any such reasonable comments. Each of Parent, Acquisition Sub and the Company: (1) shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9; and (2) to the extent required by the applicable requirements of the Exchange Act or by other applicable Legal Requirements, shall use commercially reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. Parent and Acquisition Sub shall promptly furnish to the Company all information concerning Parent, Acquisition Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(b). (c) The Company shall promptly provide to Parent and Acquisition Sub: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true, correct and complete as of the most recent practicable date; and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer or the Merger. Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Contemplated Transactions, Parent and Acquisition Sub shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings, files and other information, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request of the Company, deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company or destroy any and all copies and any extracts or summaries of such information then in their possession or control. In addition, in connection with the Offer, the Company shall cooperate and shall use commercially reasonable efforts to cause applicable third parties to cooperate with Parent and Acquisition Sub to disseminate the Offer Documents to holders of Company Common Stock held in or subject to any Company Plan or Company Employee Plan.

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 its the Company's board of directors, at a meeting duly called and held or pursuant to unanimous written action(the “Company Board Meeting”), hashas unanimously: (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the Merger, taken together, are fair to and in the best interests of the Company and its shareholdersthe Company's stockholders; (ii) 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 transactions contemplated herebyContemplated Transactions, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act 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; (“MBCA”), iv) declared the advisability of this Agreement; (iiiv) resolved to recommend that shareholders the stockholders 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 Rights 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 and approve this Agreement and the Merger (being referred to as the “Company Board Recommendation”), ; (ivvi) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, 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 similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, other Legal Requirement that might otherwise apply to the Offer or Tender and Support Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (vii) directed that the Tender approval and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) adoption of this AgreementAgreement 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 only to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and the inclusion of the foregoing determinations in the Offer Documents. (b) Contemporaneously with the filing by Parent and Acquisition Sub of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer Documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D‑9”) that shall reflect the terms and conditions of this Agreement and the information required by Section 1.3(b), shall reflect that the Merger is governed by Section 251(h) of the DGCL and shall be consummated as soon as practicable following the completion of the Offer (which, subject to Section 7, shall be immediately following the Acceptance Time), and, subject only to Section 5.3, shall reflect the Company Board Recommendation and the same determinations and approvals of the Company's board of directors as set forth in the Offer Documents in accordance with Section 1.2(a). The Company shall also 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 shall use commercially reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall give due consideration to any such reasonable comments. The Company shall promptly notify Parent and its legal counsel upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent and its legal counsel with copies of all written correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, or, if not in writing, a description of such communication. The Company shall give Parent and its counsel a reasonable opportunity to participate in preparing the proposed response of the Company to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company shall give due consideration to any such reasonable comments. Each of Parent, Acquisition Sub and the Company: (1) shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9; and (2) to the extent required by the applicable requirements of the Exchange Act or by other applicable Legal Requirements, shall use commercially reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. Parent and Acquisition Sub shall promptly furnish to the Company all information concerning Parent, Acquisition Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(b). (c) The Company shall promptly provide to Parent and Acquisition Sub: (i) a list of the Company's stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true, correct and complete as of the most recent practicable date; and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer or the Merger. Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Contemplated Transactions, Parent and Acquisition Sub shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings, files and other information, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request of the Company, deliver (and shall use their respective commercially reasonable efforts to cause their Representatives to deliver) to the Company or destroy any and all copies and any extracts or summaries of such information then in their possession or control. In addition, in connection with the Offer, the Company shall cooperate and shall use commercially reasonable efforts to cause applicable third parties to cooperate with Parent and Acquisition Sub to disseminate the Offer Documents to holders of Company Common Stock held in or subject to any Company Plan or Company Employee Plan.

Company Actions. The (a) Subject to the receipt of Company Shareholder Approval, if needed, the Company hereby approves of and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement Merger and the transactions contemplated herebyother Contemplated Transactions, specifically including and to the extent permitted under the applicable Law, shall endeavor, and Merger Subsidiary shall endeavor, to take all commercially reasonable steps to prevent any Takeover Laws from restricting, prohibiting or impeding the Merger and the other Contemplated Transactions. (b) Within seven (7) days of the date a Tender Offer Prospectus on the applicable form relating to the Offer (together with any supplements, amendments and exhibits thereto, and all deliveries, mailings and notices required by applicable Law) are filed with the Merger, are fair to FSC and published in the best interests Market Observation Post System in Taiwan (the “MOPS”), the Company shall file with the FSC and publish in the MOPS a recommendation statement on the applicable form with respect to the Offer (such applicable form as amended from time to time, the “Recommendation Statement”) containing and describing its recommendation with respect to the Offer, which, subject to the recommendations made by the Special Committee of the Company and its shareholders; to be formed pursuant to the tender offer regulations of Taiwan (ii“Special Committee”) approved and adopted this Agreement and in favor of or being neutral with respect to the transactions contemplated herebyOffer, including the Offer and the Merger, in accordance with the requirements shall either be a recommendation of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend Company Board that the shareholders of the Company should accept the Offer and tender their shares Shares into the Offer or shall be a recommendation of the Company Common Stock and the Rights pursuant Board being “neutral” with respect to the Offer and adopt and approve this Agreement and the Merger (the “Company Board Offer Recommendation”), (iv) approved provided, that the Tender and Voting Agreement and Company shall not withdraw or amend the transactions contemplated thereby and (v) approved Offer Recommendation except as expressly permitted in accordance with the Acquisition Co. Option Agreement and the transactions contemplated therebyprovisions of Section 5.02(b). The Company further represents that, at and Merger Subsidiary shall also include in the Recommendation Statement a meeting duly called summary of the fairness opinion delivered in connection with the Offer in accordance with applicable Law. The Company and held, Merger Subsidiary shall each promptly correct any information provided by it for use in the Recommendation Statement if and to the extent necessarythat such information shall have become false or misleading in any material respect, a special committee and the Company and Merger Subsidiary, as applicable, shall take all steps necessary to amend or supplement the Recommendation Statement and to cause the Recommendation Statement as so amended or supplemented to be filed with the FSC and published in the MOPS and to be disseminated to holders of the Company’s board of directors formed Shares, in accordance each case as and to the extent required by applicable FSC, TSE and MOPS rules and regulations. To the extent permitted by applicable Law, Merger Subsidiary and its counsel shall be given a reasonable opportunity to review and comment on the Recommendation Statement and all amendments and supplements to the Recommendation Statement prior to their being filed with Section 302A.673 the FSC and published in the MOPS or disseminated to holders of the MBCA (Shares. To the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar extent permitted by applicable Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions also agrees to provide for the treatment of Company Options (as defined Merger Subsidiary and its counsel in Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, writing with any comments the Company hereby consents or its counsel may receive from the FSC with respect to the inclusion Recommendation Statement promptly after the receipt of such comments and shall consult with and provide Merger Subsidiary and its counsel a reasonable opportunity to review and comment on the response of the Company Board Recommendation in the Offer Documentsto such comments prior to responding.

Company Actions. The Company hereby approves and consents to the Offer and represents that (a) its board Board of directors, Directors (at a meeting duly called and held held) has (excluding any member of the Board of Directors who has properly recused himself or pursuant to unanimous written action, has: herself from such determinations) (i) determined that each of this Agreement and Agreement, the transactions contemplated herebyTransaction Option Agreement, specifically including the Stockholders Agreement, the Offer and the Merger, Merger are fair to and in the best interests of the Company and its shareholders; stockholders of the Company, (ii) approved the execution, delivery and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements performance of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the 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 “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender Transaction Option Agreement, and Voting the Stockholders Agreement and the Acquisition Co. Option Agreement and consummation of the transactions contemplated hereby and thereby, including the Offer and the Merger, not and such approval constitutes approval of the foregoing for purposes of Section 3-603 of the Maryland General Corporation Law (as amended, the "MGCL"), and (iii) after considering its fiduciary duties under applicable law following consultation with counsel, resolved to recommend acceptance of the Offer, approval and adoption of this Agreement and the Stockholders Agreement and approval of the Merger by the holders of Company Common Stock (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"), and (b) Xxxxxx Brothers has delivered to the Board of Directors of the Company its written opinion that, as of the date thereof, the Offer Consideration to be subject received by the holders of Company Common Stock in the Offer is fair, from a financial point of view, to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 such holders. The Board of Directors of the MBCACompany shall not withdraw, that might otherwise apply to the Offer modify or the Merger amend its approval or any recommendation of the other transactions contemplated by Offer, this Agreement, the Tender and Voting Transaction Option Agreement, the Stockholders Agreement or the Acquisition Co. Option Agreement. Finally, Merger unless the Board of Directors of the Company represents shall conclude in good faith following consultation with counsel that its board of directors and/or compensation committee thereof has adopted any such action is necessary resolutions under applicable law in order to provide for the treatment of Company Options (as defined in Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreementsatisfy such Board's fiduciary duties. Subject to Section 5.3, the The Company hereby consents to the inclusion in the Offer Documents of the Recommendations. The Company hereby agrees to file with the SEC simultaneously with the filing by Parent and Merger Sub of the Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing such Recommendations of the Board of Directors of the Company Board Recommendation in favor of the Offer and the Merger and otherwise complying with Rule 14d-9 under the Exchange Act. 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, Parent and Merger Sub each agree promptly to correct any information provided by them for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all lawful action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. Parent, Merger Sub and their counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. In connection with the Offer, the Company shall promptly furnish, or cause its transfer agent to furnish, 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 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 agents may reasonably request in communicating the Offer Documentsto the 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 other documents necessary to consummate the Offer and the Merger, Parent and Merger Sub 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 under their control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has (i) determined that this Agreement and the transactions contemplated herebyby this Agreement, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted this Agreement and the transactions contemplated herebyby this Agreement, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)Delaware Law, (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the Company accept the Offer and Offer, tender their shares of Company Common Stock and the Rights Company Class B Common Stock pursuant to the Offer and (if required by applicable law) adopt and approve 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 and Company Class B Common Stock pursuant to the Merger Offer and (if required by applicable law) adopt this Agreement being referred to as the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having for the effect purpose of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might otherwise apply to the Offer or Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents in a form and manner reasonably determined by the Company to be acceptable; and (B) subject to Section 5.3, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Merger Sub shall be adopted. (b) On the date of commencement of the Offer, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock and Company Class B Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to this Section 1.2(b), shall reflect the Company Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with any action contemplated by this Section 1.2(b). The Company shall use reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock to the extent required by applicable federal securities laws. The Company shall give Parent and its counsel reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company shall provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company shall, or shall cause its transfer agent to, (i) promptly furnish Parent with an accurate and complete list of its stockholders as of the most recent practicable date, mailing labels and an accurate and complete copy of the most recent available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and Company Class B Common Stock and lists of securities positions of shares of Company Common Stock and Company Class B Common Stock held in stock depositories, and (ii) provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in order to disseminate and otherwise communicate the Offer and the Merger to the holders of shares of Company Common Stock and Company Class B Common Stock. Except as required by all applicable legal requirements or legal process, and except as necessary to disseminate the Offer Documents, Parent and Merger Sub shall hold in confidence the information contained in any such listings and files to the extent required by the Confidentiality Agreement and shall use and return such information in the manner set forth in the Confidentiality Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board the Company Board (upon the unanimous recommendation of directorsthe Special Committee), at a meeting duly called and held or pursuant to held, has by the unanimous written action, hasvote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholdersCompany’s stockholders; (ii) approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), Delaware Law; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt and approve this Agreement and the Merger (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer being referred to collectively as the “Company Board Recommendation”), ; and (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., elected that this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar expressly governed by Section 251(h) of Delaware Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply . Except to the Offer extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the Merger Company Board (as it may be constituted on the date thereof) shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or any of the other transactions contemplated by this Agreementsupplements thereto, the Tender “Schedule 14D-9”) shall include the Board Recommendation; and Voting Agreement (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or the Acquisition Co. Option Agreement. Finallymodify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.02, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and the information required by Section 2.03 and, subject only to Section 7.02, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is twelve (12) Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.26; (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with all Applicable Law; (iii) disclosure of the compensation paid to such financial advisor by Ultimate Parent, the Company and any of their respective Affiliates during the three year period prior to the date of this Agreement; and (iv) the notice and other information required by Section 262(d)(2) of Delaware Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed, and shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Applicable Law: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, 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 Delaware Law. (d) The parties to this Agreement expressly elect to have this Agreement and the transactions contemplated hereby governed by Section 251(h) of Delaware Law and that the Merger will be effected as soon as practicable following the consummation of the Offer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: 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, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholdersCompany’s stockholders; (ii) approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), Delaware Law; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt and approve this Agreement and the Merger (the unanimous recommendation of the Company Board (upon the unanimous recommendation of the Transactions Committee) that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer being referred to collectively as the “Company Board Recommendation”), ; and (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., elected that this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar expressly governed by Section 251(h) of Delaware Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply . Except to the Offer extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the Merger Company Board shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or any of the other transactions contemplated by this Agreementsupplements thereto, the Tender “Schedule 14D-9”) shall include the Board Recommendation; and Voting Agreement (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or the Acquisition Co. Option Agreement. Finallymodify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.02, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and, subject only to Section 7.02, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is 15 Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with Applicable Law; (iii) disclosure of the compensation, if any, paid to such financial advisor by Ultimate Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement; and (iv) the notice and other information required by Section 262(d)(2) of Delaware Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its Table of Contents counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Applicable Law: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, 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 Delaware Law. (d) The parties to this Agreement expressly elect to have this Agreement and the transactions contemplated hereby governed by Section 251(h) of Delaware Law and that the Merger will be effected as soon as practicable following the consummation of the Offer.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that its the Company’s board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the MergerMergers, are fair to and in the best interests of the Company and its Company’s shareholders; , (ii) adopted and approved and adopted this Agreement Agreement, the Offer, the Mergers and the transactions contemplated hereby, including the Offer and the Mergerother Contemplated Transactions, in accordance with the requirements of the Minnesota Business General Corporation Act Law of California (the “MBCACGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and (to the extent necessary) adopt and approve this Agreement and the Merger (the “Company Board Recommendation”)Agreement, (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might would otherwise apply to the Offer or Shareholder Agreements, the Merger Offer, the Mergers or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementContemplated Transactions. Subject to Section 5.3, Sections 1.2(b) and 1.2(c): (1) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (2) the Company agrees that the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and that no resolution of the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted (it being understood that the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent and Acquisition Sub if it shall no longer be unanimous). (b) Notwithstanding anything in this Agreement to the contrary, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) an Acquisition Proposal is made that did not result directly or indirectly from a breach of this Section 1.2 or Section 5.3; (ii) on or prior to the date two (2) business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Acquisition Proposal may constitute, or may reasonably be expected to lead to, a Superior Proposal or whether such Acquisition Proposal may require the Company to withdraw or modify the Company Board Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Acquisition Proposal; (iii) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), (A) that such Acquisition Proposal would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, constitute, or be reasonably likely to result in, a Superior Proposal and (B) that in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (iv) the Company delivers to Parent a Superior Proposal Notice in accordance with Section 5.3(f) with respect to such Acquisition Proposal (including as an attachment the Specified Definitive Acquisition Agreement (as defined in Section 5.3(f)) and otherwise complies fully with the notice, negotiation and other requirements set forth in Section 5.3(f); and (v) following the negotiation period(s) described in Section 5.3(f), the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), and after taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of any negotiations contemplated by Section 5.3(f), that (A) such Acquisition Proposal constitutes a Superior Proposal, and (B) in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements. (c) Notwithstanding anything to the contrary contained in Section 1.2(a), the Company Board Recommendation may also be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) there shall occur or arise after the date of this Agreement a material and fundamental development or material and fundamental change in circumstances that relates to the Company but does not relate to any Acquisition Proposal (any such material development or material change in circumstances unrelated to an Acquisition Proposal being referred to as an “Intervening Event”); (ii) neither the Company nor any member of the board of directors or person identified as having “Knowledge” in the Disclosure Schedule had knowledge, as of the date of this Agreement, that there was a reasonable possibility that such Intervening Event could occur or arise after the date of this Agreement; (iii) on or prior to the date two (2) business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Intervening Event may require the Company to withdraw or modify the Company Board Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Intervening Event; (iv) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that, in light of such Intervening Event, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent or Acquisition Sub at any time within the period of three (3) business days after Parent receives written notice from the Company confirming that the Company’s board of directors has determined that the failure to withdraw or modify the Company Board Recommendation in light of such Intervening Event would reasonably be expected to constitute a breach of its fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (vi) during such three (3) business day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement or the Offer or enter into an alternative transaction so that no withdrawal or modification of the Company Board Recommendation is legally required as a result of such Intervening Event; and (vii) at the end of such three (3) business day period, the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that the failure to withdraw or modify the Company Board Recommendation would reasonably be expected to constitute a breach of the fiduciary obligations of the Company’s board of directors to the Company’s shareholders under applicable Legal Requirements in light of such Intervening Event (taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of the negotiations contemplated by clause “(vi)” above). (d) Contemporaneously with the filing of the Schedule TO or as promptly as practicable thereafter on the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to Sections 1.2(b) and 1.2(c), shall reflect the Company Board Recommendation. The Company shall reasonable best efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof 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 Company shall promptly provide Parent and its legal counsel with a copy of any written comments and a description of any oral comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D- 9 and shall use reasonable best efforts to respond promptly to any such comments. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Legal Requirements, (i) each of Parent, Acquisition Sub and the Company shall use reasonable best efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect, and (ii) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. (e) The Company shall promptly provide to Parent (i) a list of the Company’s shareholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and (ii) such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Mergers. Except as may be required by applicable Legal Requirements or legal process, and except as may be necessary to disseminate the Offer Documents, Parent and Acquisition Sub shall hold in confidence, in accordance with the terms of the Confidentiality Agreement and this Agreement, any information contained in any such labels, listings and files provided by the Company to Parent.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; , (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Florida Business Corporation Act (“MBCAFBCA”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders of the 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 (the recommendation of the Company’s board of directors that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Merger (Offer and adopt this Agreement being referred to as the “Company Board Recommendation”), (ivv) approved the Tender and Voting Agreement and the transactions contemplated thereby thereby, (vi) adopted a resolution that Acquisition Sub shall have full voting rights with respect to shares of Company Common Stock owned by the shareholders who execute the Tender and Voting Agreement, including Tyler Technologies, Inc. (v“Tyler”), that are acquired by Acquisition Sub pursuant to the Offer and that the proxy agents named pursuant to the Tender and Voting Agreement shall have full voting rights with respect to shares of Company Common Stock owned by the shareholders who execute the Tender and Voting Agreement, including Tyler, for which a proxy has been given pursuant to the Tender and Voting Agreement, (vii) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this the Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, thereby not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 607.0901 and 302A.675 607.0902 of the MBCAFBCA, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, Agreement or the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of directors and/or compensation committee thereof has and (viii) adopted any necessary resolutions to provide for the treatment of Company Options (as defined in Section 3.2(b) below) as set forth in Section 2.5(b) 6.3 of this Agreement. Subject to Section 5.3, : (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; 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 directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Statement and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect, subject to Section 5.3, the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information 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 federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Sub with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Sub may reasonably request in connection with the Offer and the Merger. Parent and Acquisition 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, upon request, deliver to the Company or destroy, and will use their reasonable efforts to cause their agents to deliver to the Company or destroy, all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has (i) by the unanimous vote of all directors of the Company, determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company's stockholders, (ii) by unanimous vote of all directors of the Company, approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)DGCL, (iii) by unanimous vote of all directors of the Company declared that this Agreement is advisable and (iv) by unanimous vote of all directors of the Company, resolved to recommend that shareholders stockholders of the 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 approve the Merger (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 and approve the Merger being referred to as the "Company Board Recommendation”"), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; 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 Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) Notwithstanding anything to the contrary contained in Section 1.2(a), at any time prior to the acceptance of shares of Company Common Stock pursuant to the Offer, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer to purchase all of the outstanding shares of Company Common Stock or all or substantially all of the Company's assets is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least three business days prior notice of any meeting of the Company's Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Offer; (iii) the Company's Board of Directors determines in good faith that such offer constitutes a Superior Offer; (iv) the Company's Board of Directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the Company Board Recommendation is required in order for the Company's Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent at any time within three business days after Parent receives written notice from the Company confirming that the Company's Board of Directors has determined that such offer is a Superior Offer; and (vi) neither the Company nor any of its Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in Section 5.3. (c) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the "Schedule 14D-9") that, subject to Section 1.2(b), shall reflect the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws (except that the Company shall have no obligation with respect to any information in the Schedule 14D-9 supplied by Parent or Acquisition Sub or their Representatives in writing). Each of Parent, Acquisition Sub and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (d) The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has (i) determined that this Agreement and the transactions contemplated herebyby this Agreement, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated herebyby this Agreement, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)Delaware Law, (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the Company accept the Offer and Offer, tender their shares of Company Common Stock and the Rights Company Class B Common Stock pursuant to the Offer and (if required by applicable law) adopt and approve this Agreement and the Merger (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 and Company Class B Common Stock pursuant to the Offer and (if required by applicable law) adopt this Agreement being referred to as the "Company Board Recommendation”"), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having for the effect purpose of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might otherwise apply to the Offer or Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents in a form and manner reasonably determined by the Company to be acceptable; and (B) subject to Section 5.3, the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Merger Sub shall be adopted. (b) On the date of commencement of the Offer, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock and Company Class B Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that, subject only to this Section 1.2(b), shall reflect the Company Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with any action contemplated by this Section 1.2(b). The Company shall use reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock and Company Class B Common Stock to the extent required by applicable federal securities laws. The Company shall give Parent and its counsel reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company shall provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company shall, or shall cause its transfer agent to, (i) promptly furnish Parent with an accurate and complete list of its stockholders as of the most recent practicable date, mailing labels and an accurate and complete copy of the most recent available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and Company Class B Common Stock and lists of securities positions of shares of Company Common Stock and Company Class B Common Stock held in stock depositories, and (ii) provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in order to disseminate and otherwise communicate the Offer and the Merger to the holders of shares of Company Common Stock and Company Class B Common Stock. Except as required by all applicable legal requirements or legal process, and except as necessary to disseminate the Offer Documents, Parent and Merger Sub shall hold in confidence the information contained in any such listings and files to the extent required by the Confidentiality Agreement and shall use and return such information in the manner set forth in the Confidentiality Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: 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, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholdersCompany’s stockholders; (ii) approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), Delaware Law; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt and approve this Agreement and the Merger (the unanimous recommendation of the Company Board (upon the unanimous recommendation of the Transactions Committee) that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer being referred to collectively as the “Company Board Recommendation”), ; and (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., elected that this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar expressly governed by Section 251(h) of Delaware Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply . Except to the Offer extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the Merger Company Board shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or any of the other transactions contemplated by this Agreementsupplements thereto, the Tender “Schedule 14D-9”) shall include the Board Recommendation; and Voting Agreement (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or the Acquisition Co. Option Agreement. Finallymodify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.02, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and, subject only to Section 7.02, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is 15 Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with Applicable Law; (iii) disclosure of the compensation, if any, paid to such financial advisor by Ultimate Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement; and (iv) the notice and other information required by Section 262(d)(2) of Delaware Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants that (i) its board Board of directors, Directors (at a meeting or meetings duly called and held or pursuant prior to unanimous written action, has: the date hereof) has (iA) determined that this Agreement and the transactions contemplated hereby, specifically including terms of each of the Offer and the MergerMerger are advisable and fair to, are fair to and in the best interests of, the stockholders of the Company and its shareholders; Company, (iiB) approved and adopted this Agreement and the transactions contemplated hereby, hereby (including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act ) (“MBCA”), (iiiC) resolved to recommend that shareholders acceptance of the Offer and approval and adoption of the plan of merger (as such term is used in Section 251 of the Corporation Law and attached as Exhibit B hereto (the "PLAN OF MERGER")) contained in this Agreement by the stockholders of the Company accept and directed that the Offer Plan of Merger be submitted to the stockholders of the Company for approval, and tender their shares (D) taken all necessary steps to render Section 203 of Company Common Stock the Corporation Law inapplicable to Parent and Purchaser and to the Merger and the Rights acquisition of Shares pursuant to the Offer and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”), (ivE) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and heldresolved to elect, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Mergerpermitted by law, not to be subject to any state "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover law or similar Lawlaws and regulations (collectively, including"TAKEOVER LAWS") of any jurisdiction that may purport to be applicable to this Agreement (PROVIDED, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCAHOWEVER, that might otherwise apply prior to the Offer purchase of any Shares pursuant to the Offer, such consent, determination, recommendation, rendering and election by the Company's Board of Directors specified in this Section 1.2(a)(i) may be withdrawn, modified, rescinded or amended if the Merger or any Company's Board of Directors determines to accept a Superior Proposal in the other transactions contemplated by manner specified and in accordance with the terms of this Agreement, and (ii) First Union Securities, Inc. ("FIRST UNION"), the Tender Company's financial advisor, has delivered to the Company's Board of Directors its opinion to the effect that, as of the date of such opinion, the consideration to be paid in the Offer and Voting Agreement or the Acquisition Co. Option Agreement. FinallyMerger to the Company's stockholders is fair, from a financial point of view, to such stockholders. (b) Upon Commencement of the Offer, the Company represents that shall 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 Board of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the treatment of Company Options (as defined Directors described in Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreement1.2(a)(i)(C). Subject to Section 5.3, the The Company hereby consents to the inclusion of the Company Board Recommendation such recommendations in the Offer DocumentsDocuments and shall disseminate the Schedule 14D-9 to stockholders of the Company as required by Rule 14D-9 promulgated under the Exchange Act. The Company shall cooperate with Parent and Purchaser to include a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the Company's stockholders. Parent and Purchaser shall provide the Company all information reasonably requested by the Company for inclusion in the Schedule 14D-9. Parent, Purchaser and 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 Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by Law.

Company Actions. (a) The Company hereby approves represents and consents to warrants that (i) (with the Offer and represents that exception of the current board member nominated by Purchaser), its board Board of directors, Directors (at a meeting or meetings duly called and held or pursuant prior to unanimous written action, has: the date hereof) has duly and unanimously (iA) determined that approved entry into this Agreement and the transactions contemplated hereby, specifically including (B) determined that the terms of the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; , (iiC) approved and adopted this Agreement and the transactions contemplated hereby, including resolved to recommend acceptance of the Offer and the Merger, in accordance with tender of Shares by the requirements shareholders of the Minnesota Business Corporation Act Company, and (“MBCA”), (iiiD) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant (1) consent to the Offer and adopt and approve acquisition of Shares contemplated by this Agreement and to the Merger voting of Shares so acquired, as contemplated by the Company's Articles of Incorporation (the “Company Board Recommendation”), (ivstatuts coordonnes) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v2) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and heldelect, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Mergerpermitted by any Applicable Law or Rule, not to be subject to any state other form of anti-takeover law or similar Lawlaws and regulations (collectively, including"Takeover Laws") of any jurisdiction that may purport to be applicable to this Agreement; (ii) the Company has complied, without limitationin all material respects and to the extent applicable, Sections 302A.671, 302A.673 and 302A.675 with Rule 4320(e)(21)(G) of the MBCANASDAQ Stock Market; and (iii) the Board of Directors of the Company has received the opinion of Xxxxxxxxx, that might otherwise apply Xxxxxx & Xxxxxxxx International, the Company's independent financial advisor, ("Company Adviser") to the Offer or the Merger or any effect that, in its opinion, as of the other transactions contemplated by date of this Agreement, the Tender consideration to be received in the Offer by the holders of Shares is fair, from a financial point of view, to such holders (other than the Purchaser and Voting Agreement or its affiliates), a true and complete copy of which will be delivered to the Acquisition Co. Option Agreement. Finally, Purchaser as soon as practicable following the Company 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) as set forth in Section 2.5(b) execution and delivery of this Agreement. Subject It is understood and agreed that such opinion is for the benefit of the Company's Board of Directors and may not be relied upon by Purchaser or any of its affiliates. The Company has been advised by each of its directors and executive officers listed in Section 1.02 of the Disclosure Letter that each such person currently intends to Section 5.3tender all Shares beneficially owned by such person pursuant to the Offer. (b) Upon commencement of the Offer in the United States, the Company hereby consents to shall file with the inclusion of the Company Board SEC a Solicitation/Recommendation in the Offer Documents.Statement on Schedule 14D-9

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that its the Company’s board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated herebyContemplated Transactions, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Delaware General Corporation Act Law (the “MBCADGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders the stockholders of the 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 “Company Board Recommendation”)Agreement, (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might would otherwise apply to the Offer or Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementContemplated Transactions. Subject to Section 5.3, and without limiting Sections 1.2(b) and 1.2(c): (1) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (2) the Company agrees that the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and that no resolution of the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted. (b) Notwithstanding anything in this Agreement to the contrary, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) an Acquisition Proposal is made that did not result directly or indirectly from a breach of this Section 1.2 or Section 5.3; (ii) on or prior to the later of (A) the date two business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Acquisition Proposal may constitute a Superior Offer or whether such Acquisition Proposal may require the Company to withdraw or modify the Company Board Recommendation, or (B) the date on which any director of the Company is first notified of any such meeting, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Acquisition Proposal; (iii) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), (A) that such Acquisition Proposal would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, constitute a Superior Offer and (B) that in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, be inconsistent with the Company’s board of directors’ fiduciary obligations to the Company’s stockholders under applicable Legal Requirements; (iv) the Company delivers to Parent a Superior Offer Notice in accordance with Section 5.3(f) with respect to such Acquisition Proposal (including as an attachment the Specified Definitive Acquisition Agreement (as defined in Section 5.3(f)) relating to such Acquisition Proposal) and otherwise complies fully with the notice, negotiation and other requirements set forth in Section 5.3(f); and (v) following the negotiation period(s) described in Section 5.3(f), the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), and after taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of any negotiations contemplated by Section 5.3(f), that (A) such Acquisition Proposal constitutes a Superior Offer, and (B) in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would still be inconsistent with the Company’s board of directors’ fiduciary obligations to the Company’s stockholders under applicable Legal Requirements. (c) Notwithstanding anything in this Agreement to the contrary, the Company Board Recommendation may also be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) there shall occur or arise after the date of this Agreement a material development or material change in circumstances that relates to the Acquired Corporations but does not relate to any Acquisition Proposal (any such material development or material change in circumstances unrelated to an Acquisition Proposal being referred to as an “Intervening Event”); (ii) the Company did not have Knowledge, as of the date of this Agreement, that there was a reasonable possibility that such Intervening Event would occur or arise after the date of this Agreement; (iii) on or prior to the later of (A) the date two business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Intervening Event may require the Company to withdraw or modify the Company Board Recommendation, or (B) the date on which any director of the Company is first notified of any such meeting, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Intervening Event; (iv) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that, in light of such Intervening Event, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, be inconsistent with the Company’s board of directors’ fiduciary obligations to the Company’s stockholders under applicable Legal Requirements; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent or Acquisition Sub at any time within the period of five business days after Parent receives written notice from the Company confirming that the Company’s board of directors has determined that the failure to withdraw or modify the Company Board Recommendation in light of such Intervening Event would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Legal Requirements; (vi) during such five business day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement or the Offer or enter into an alternative transaction so that no withdrawal or modification of the Company Board Recommendation is legally required as a result of such Intervening Event; and (vii) at the end of such five business day period, the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that the failure to withdraw or modify the Company Board Recommendation would still be inconsistent with the fiduciary obligations of the Company’s board of directors to the Company’s stockholders under applicable Legal Requirements in light of such Intervening Event (taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of the negotiations contemplated by clause “(vi)” above). (d) Contemporaneously with the filing of the Schedule TO or as promptly as practicable thereafter on the Offer Commencement Date (provided that Parent shall have reasonably cooperated with the Company in connection with the preparation of the Schedule 14D-9 (as defined below)), the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Sections 1.2(b) and 1.2(c), shall reflect the Company Board Recommendation. The Company shall use commercially reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof 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 Company shall promptly provide Parent and its legal counsel with a copy of any written comments and a description of any oral comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9 and shall use commercially reasonable efforts to respond promptly to any such comments. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Legal Requirements, (i) each of Parent, Acquisition Sub and the Company shall use commercially reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect, and (ii) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. Parent and Acquisition Sub shall promptly furnish to the Company upon the Company’s written request all information concerning Parent, Acquisition Sub and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(d). (e) The Company shall promptly provide to Parent (i) a list of the Company’s stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and (ii) such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Except as may be required by applicable Legal Requirements or legal process, and except as may be necessary to disseminate the Offer Documents, Parent and Acquisition Sub shall hold in confidence, in accordance with the terms of the Confidentiality Agreement and this Agreement, any information contained in any such labels, listings and files provided by the Company to Parent.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Delaware General Corporation Act Law (“MBCA”"DGCL"), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt this Agreement (the recommendation of the Company's board of directors that the stockholders of the Company accept the Offer and the Rights tender their shares of Company Common Stock pursuant to the Offer and adopt and approve this Agreement and being referred to as the Merger (the “"Company Board Recommendation”"), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 Section 203 of the MBCADGCL, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, : (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; 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 directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Statement and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9") that shall reflect, subject to Section 5.3, the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information 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 federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Sub may reasonably request in connection with the Offer and the Merger. Parent and Acquisition 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, upon request, deliver to the Company or destroy, and will use their reasonable efforts to cause their agents to deliver to the Company or destroy, all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its the Company's board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated herebyby this Agreement, specifically including the Offer and the Merger, are fair to and in the best interests of the holders of Company Common Stock and its shareholders; the holders of Company Preferred Stock, (ii) approved and adopted this Agreement and the transactions contemplated herebyby this Agreement, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)DGCL, (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Capital Stock and the Rights pursuant to the Offer and (if required by applicable law in order to consummate the Merger) adopt and approve this Agreement and the Merger (the “recommendation of the Company's board of directors that the stockholders of the Company accept the Offer and tender their shares of Company Capital Stock pursuant to the Offer and (if required by applicable law in order to consummate the Merger) adopt this Agreement being referred to as the "Company Board Recommendation”"), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution for the purpose and having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company 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, Legal Requirement that might otherwise apply 4. to the Offer or Offer, the Merger Merger, any of the Stockholder Agreements or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or any of the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementStockholder Agreements. Subject to Section 5.3, 1.2(b): (1) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (2) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and no resolution or proposal by the board of directors of the Company or any committee thereof to withdraw the Company Board Recommendation or to modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or announced (it being understood that the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if the Company Board Recommendation is no longer unanimous). (b) Notwithstanding anything to the contrary contained in Section 1.2(a), at any time prior to the Acceptance Date, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer by a third party unaffiliated with the Company to acquire (by way of merger, tender offer or otherwise) all of the outstanding shares of Company Capital Stock or all or substantially all of the assets of the Company is made and is not withdrawn; (ii) the Company provides Parent with at least three business days' prior notice of any meeting of the Company's board of directors or any committee thereof at which the board of directors or such committee will consider or determine whether such offer is a Superior Offer; (iii) the Company's board of directors determines in good faith (based upon a written opinion of Petkevich & Partners LLC ("Petkevich") or another independent financial advisor of at least reasonably equivalent reputation) that such offer constitutes a Superior Offer; (iv) the Company's board of directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in light of such Superior Offer, the withdrawal of the Company Board Recommendation or the modification of the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub is required in order for the Company's board of directors to comply with its fiduciary obligations to the stockholders of the Company under applicable Legal Requirements; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent or Acquisition Sub at any time within three business days after Parent receives written notice from the Company confirming that the Company's board of directors has determined that such offer is a Superior Offer; and (vi) neither the Company nor any of its Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in Section 5.3. (c) On the date of commencement of the Offer, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents) disseminate to holders of shares of Company Capital Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that (i) subject only to Section 1.2(b), shall reflect the Company Board Recommendation and (ii) shall include the opinion of Petkevich referred to in Section 3.27. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. To the extent required by applicable federal securities laws, (1) each of Parent, Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material 5. respect, and (2) the Company shall take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to the stockholders of the Company. The Company shall (I) give Parent and its counsel reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC, and (II) provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (d) The Company shall (i) promptly furnish Parent with an accurate and complete list of the stockholders of the Company as of the most recent practicable date, mailing labels for such stockholders and an accurate and complete copy of the most recent available listing or computer file containing the names and addresses of all record holders of shares of Company Capital Stock and lists of securities positions of shares of Company Capital Stock held in stock depositories, and (ii) provide to Parent such additional information (including updated lists of stockholders, mailing labels for such stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the Merger. Except as required by applicable Legal Requirements or legal process, and except as necessary to disseminate the Offer Documents, Parent and Acquisition Sub shall hold in confidence the information contained in any such listings and files.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: 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, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholdersCompany’s stockholders; (ii) approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), Delaware Law; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt and approve this Agreement and the Merger (the unanimous recommendation of the Company Board (upon the unanimous recommendation of the Transactions Committee) that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer being referred to collectively as the “Company Board Recommendation”), ; and (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., elected that this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar expressly governed by Section 251(h) of Delaware Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply . Except to the Offer extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the Merger Company Board shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or any of the other transactions contemplated by this Agreementsupplements thereto, the Tender “Schedule 14D-9”) shall include the Board Recommendation; and Voting Agreement (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or the Acquisition Co. Option Agreement. Finallymodify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.02, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and, subject only to Section 7.02, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is 15 Business Days from the date hereof. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.28; (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with Applicable Law; (iii) disclosure of the compensation, if any, paid to such financial advisor by Ultimate Parent, the Company and any of their respective Affiliates, during the three year period prior to the date of this Agreement; and (iv) the notice and other information required by Section 262(d)(2) of Delaware Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and, other than in connection with the determination by the Company Board or a committee thereof that an Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal, an Adverse Recommendation Change Notice or an Adverse Recommendation Change, the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, and shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Applicable Law: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, 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 Delaware Law. (d) The parties to this Agreement expressly elect to have this Agreement and the transactions contemplated hereby governed by Section 251(h) of Delaware Law and that the Merger will be effected as soon as practicable following the consummation of the Offer.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that its the Company’s board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted this Agreement and approved the transactions contemplated herebyContemplated Transactions, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Delaware General Corporation Act Law (“MBCADGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that shareholders stockholders of the 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 (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 Merger (Offer and adopt this Agreement being referred to as the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might otherwise apply to the Offer or Stockholder Agreements, the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementContemplated Transactions. Subject to Section 5.3, 1.2(b): (1) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (2) the Company agrees that the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and that no resolution of the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) Notwithstanding anything to the contrary contained in Section 1.2(a), the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Date if: (i) an unsolicited, bona fide written offer by a third party to purchase (whether by tender offer, merger, consolidation, business combination, reorganization or similar transaction) all of the outstanding shares of Company Common Stock (other than shares of Company Common Stock already held by such third party) is made to the Company and is not withdrawn; (ii) the Company’s board of directors determines in good faith (after taking into account the advice of an independent financial advisor of nationally recognized reputation) that such offer constitutes a Superior Offer; (iii) the Company’s board of directors determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub is required in order for the Company’s board of directors to comply with its fiduciary obligations to the Company’s stockholders under applicable Legal Requirements; and (iv) neither the Company nor any of its Representatives shall have breached any of the provisions set forth in Section 5.3 in any material respect. (c) As promptly as practicable on the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents to holders of shares of Company Common Stock to the extent required by applicable federal securities laws) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to Section 1.2(b), shall reflect the Company Board Recommendation. The Company shall use reasonable efforts to cause the Schedule 14D-9 to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Legal Requirements. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall promptly provide Parent and its counsel with a copy or a description of any comments received by the Company or its counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall respond promptly to any such comments. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Legal Requirements, (i) each of Parent, Acquisition Sub and the Company shall use reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall have become false or misleading in any material respect, and (ii) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock. Parent and Acquisition Sub shall promptly furnish to the Company all information concerning Parent or Acquisition Sub that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(c). (d) The Company shall promptly provide to Parent (i) a list of the Company’s stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and (ii) such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Except as may be required by applicable Legal Requirements or legal process, and except as may be necessary to disseminate the Offer Documents to holders of shares of Company Common Stock to the extent required by applicable federal securities laws, Parent and Acquisition Sub shall hold in confidence, in accordance with the terms of the Company/Parent Confidentiality Agreement, any information contained in any such labels, listings and files provided by the Company to Parent that constitutes “Confidential Information” of the Company within the meaning of the Company/Parent Confidentiality Agreement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Subsidiary that its board of directorsthe Company Board, at a meeting duly called and held or pursuant to held, has by the unanimous written action, hasvote of all directors of the Company: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholdersCompany’s stockholders; (ii) approved and adopted this Agreement, declared the advisability of this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), Delaware Law; (iii) resolved to recommend that shareholders the stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights to Merger Subsidiary pursuant to the Offer and adopt and approve this Agreement and the Merger (the unanimous recommendation of the Company Board that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer being referred to collectively as the “Company Board Recommendation”), ; and (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., elected that this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar expressly governed by Section 251(h) of Delaware Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply . Except to the Offer extent expressly permitted by Section 7.02(d) or Section 7.02(e): (A) the Merger Company Board shall unanimously make the Board Recommendation; (B) the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or any of the other transactions contemplated by this Agreementsupplements thereto, the Tender “Schedule 14D-9”) shall include the Board Recommendation; and Voting Agreement (C) neither the Company Board nor any committee thereof shall fail to make, withdraw, amend or the Acquisition Co. Option Agreement. Finallymodify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Company 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) as set forth in Section 2.5(b) of this AgreementBoard Recommendation. Subject to Section 5.37.02, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) Contemporaneously with the filing by Parent and Merger Subsidiary of the Schedule TO, the Company shall file with the SEC and (contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of shares of Company Common Stock the Schedule 14D-9 that shall reflect the terms and conditions of this Agreement and the information required by Section 2.03 and, subject only to Section 7.02, shall reflect the Board Recommendation. The Company shall ensure that the Schedule 14D-9 has been finalized and is ready for filing with the SEC no later than the date that is twenty (20) Business Days from the date hereof. The Company shall use reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other Applicable Law, and shall ensure that the Schedule 14D-9 includes: (i) the opinion of the financial advisor referred to in Section 5.30; and (ii) as determined reasonably by the Company, a summary of the financial analysis conducted by such financial advisor in accordance with all Applicable Law; (iii) disclosure of the compensation, if any, paid to such financial advisor by Ultimate Parent, the Company and any of their respective Affiliates during the two year period prior to the date of this Agreement (in each case, based solely on information provided by such financial advisor to the Company in response to a customary conflict disclosure request) and (iv) the notice and other information required by Section 262(d)(2) of Delaware Law. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC and the Company shall not file or mail such document prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or delayed. The Company shall promptly provide Parent and its legal counsel with a copy and a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9, and the Company shall not respond to the SEC prior to receiving the approval of Parent, which approval shall not to be unreasonably withheld or delayed, shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder: (A) each of Parent, Merger Subsidiary and the Company shall use reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect; and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by Applicable Law, to be disseminated to holders of shares of Company Common Stock. Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent, Merger Subsidiary and the Offer that may be required or reasonably requested in connection with any action contemplated by this Section 2.02(b). (c) The Company shall promptly provide to Parent: (i) a list of the Company’s stockholders, non-objecting beneficial owners and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (ii) such additional information (including updated lists of stockholders, non-objecting beneficial owners and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, 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 Delaware Law. (d) The parties to this Agreement expressly elect to have this Agreement and the transactions contemplated hereby governed by Section 251(h) of Delaware Law and that the Merger will be effected as soon as practicable following the consummation of the Offer.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has unanimously (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, Transactions are fair to and in the best interests of the Company and its shareholders; Company’s stockholders, (ii) approved and adopted declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Transactions in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)DGCL, and (iii) resolved to recommend that shareholders stockholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights Shares pursuant to the Offer and and, if necessary, under applicable Legal Requirements, adopt and approve this Agreement and the Merger (such recommendation set forth in this clause (iii) the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the 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 Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3Sections 1.2(b) and 1.2(c), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i)(A) withdraw (or modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw (or modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal (any action described in this clause (i) being referred to as an “Adverse Change Recommendation”) or (ii) approve, recommend or declare advisable, or propose or resolve to approve, recommend or declare advisable, or allow any Acquired Corporation to execute or enter into any Contract constituting or related to, or that is intended to or would be reasonably likely to lead to, any Acquisition Transaction, or requiring, or reasonably likely to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions, except as expressly permitted by Section 5.4(a). (c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Purchaser accepting, for the first time, for payment the Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”), the Company’s Board of Directors may make an Adverse Change Recommendation only if: (i) the Company is not in breach of Section 5.4; (ii) the Company’s Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make the Adverse Change Recommendation would constitute a breach of the fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; (iii) Parent shall have received from the Company prior written notice of the Company’s intention to make an Adverse Change Recommendation at least four (4) business days prior to making any Adverse Change Recommendation (a “Change of Recommendation Notice”); (iv) if the decision to make an Adverse Change Recommendation is not in connection with an Acquisition Proposal, then the Company shall comply with clauses (x) through (y) as follows: (x) the Company shall have given Parent the four (4) business days after Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, and (y) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel, the Company’s Board of Directors shall have determined, in good faith, that the failure to make the Adverse Change Recommendation would constitute a breach of fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements; and (v) if the decision to make an Adverse Change Recommendation is in connection with an Acquisition Proposal, then the Company shall comply with clauses (A) through (D) as follows: (A) prior to giving effect to clauses (B) through (D), the Company’s Board of Directors shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, (B) the Company shall have provided to Parent the material terms and conditions of such Acquisition Proposal and copies of all material documents relating to such Acquisition Proposal in accordance with Section 5.4, (C) the Company shall have given Parent four (4) business days after Parent’s receipt of the Change of Recommendation Notice to propose revisions to the terms of this Agreement or make other proposals and shall have negotiated in good faith with Parent (and caused its Representatives to negotiate with Parent) with respect to such proposed revisions or other proposals, if any, so that the Acquisition Proposal would no longer constitute a Superior Offer and (D) after considering the results of negotiations with Parent and taking into account the proposals made by Parent, if any, after consultation with its outside legal counsel, the Company’s Board of Directors shall have determined, in good faith, that such Acquisition Proposal remains a Superior Offer and that the failure to make the Adverse Change Recommendation would constitute a breach of fiduciary duties of the Board of Directors of the Company to the Company’s stockholders under applicable Legal Requirements. Issuance of any “stop, look and listen” communication by or on behalf of the Company which does no more than comply with the requirements of Rule 14d-9(f) shall not in and of itself be considered an Adverse Change Recommendation that requires the giving of a Change of Recommendation Notice or compliance with the procedures set forth in this Section 1.2(c). Neither the Company nor its Board of Directors shall be permitted to recommend that the Company stockholders tender any securities in connection with any tender or exchange offer or otherwise approve, endorse or recommend any Acquisition Proposal, unless in each case, in connection therewith, the Company’s Board of Directors effects an Adverse Change Recommendation in accordance with the terms of this Agreement. For the avoidance of doubt, the provisions of this Section 1.2(c) shall also apply to any amendment to any Acquisition Proposal or any successive Acquisition Proposals. (d) As promptly as practicable on the day that the Offer is commenced, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Sections 1.2(b) and 1.2(c), shall reflect the Company Board Recommendation. The Schedule 14D-9 shall include as an exhibit an Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company agrees that it will cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Legal Requirements. Each of Parent, Purchaser and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to use all reasonable efforts to cause the Schedule 14D-9 as so corrected to promptly be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with a written copy of any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (e) The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board Board of directorsDirectors, at a meeting duly called and held or pursuant to unanimous written actionheld, has: has (i) by the unanimous vote of all directors of the Company, determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; Company's stockholders, (ii) by unanimous vote of all directors of the Company, approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”)DGCL, (iii) by unanimous vote of all directors of the Company declared that this Agreement is advisable and (iv) by unanimous vote of all directors of the Company, resolved to recommend that shareholders stockholders of the 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 approve the Merger (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, to the extent necessary, a special committee recommendation of the Company’s board 's Board of directors formed in accordance with Section 302A.673 Directors that the stockholders of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including Company accept the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 tender their shares of the MBCA, that might otherwise apply Company Common Stock pursuant to the Offer or and adopt this Agreement and approve the Merger or any of being referred to as the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement"COMPANY BOARD RECOMMENDATION"). Subject to Section 5.3, 1.2(b): (A) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; 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 Directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted or proposed. (b) Notwithstanding anything to the contrary contained in Section 1.2(a), at any time prior to the acceptance of shares of Company Common Stock pursuant to the Offer, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub if: (i) an unsolicited, bona fide written offer to purchase all of the outstanding shares of Company Common Stock or all or substantially all of the Company's assets is made to the Company and is not withdrawn; (ii) the Company provides Parent with at least three business days prior notice of any meeting of the Company's Board of Directors at which such Board of Directors will consider and determine whether such offer is a Superior Offer; (iii) the Company's Board of Directors determines in good faith that such offer constitutes a Superior Offer; (iv) the Company's Board of Directors determines in good faith, after having taken into account the advice of the Company's outside legal counsel, that, in light of such Superior Offer, the withdrawal or modification of the Company Board Recommendation is required in order for the Company's Board of Directors to comply with its fiduciary obligations to the Company's stockholders under applicable law; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent at any time within three business days after Parent receives written notice from the Company confirming that the Company's Board of Directors has determined that such offer is a Superior Offer; and (vi) neither the Company nor any of its Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in Section 5.3. (c) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments or supplements thereto, the "SCHEDULE 14D-9") that, subject to Section 1.2(b), shall reflect the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable laws (except that the Company shall have no obligation with respect to any information in the Schedule 14D-9 supplied by Parent or Acquisition Sub or their Representatives in writing). Each of Parent, Acquisition Sub and the Company agrees to respond promptly to any comments of the SEC or its staff and to promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (d) The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that its the Company’s board of directors, at a meeting duly called and held or pursuant to held, has by the unanimous written action, has: vote of all directors of the Company (i) determined that this Agreement and the transactions contemplated herebyContemplated Transactions, specifically including the Offer and the MergerMergers, are fair to and in the best interests of the Company and its Company’s shareholders; , (ii) adopted and approved and adopted this Agreement Agreement, the Offer, the Mergers and the transactions contemplated hereby, including the Offer and the Mergerother Contemplated Transactions, in accordance with the requirements of the Minnesota Business General Corporation Act Law of California (the “MBCACGCL”), (iii) declared that this Agreement is advisable, (iv) resolved to recommend that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and (to the extent necessary) adopt and approve this Agreement and the Merger (the “Company Board Recommendation”)Agreement, (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company 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 (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Company not to be subject to any restriction set forth in any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, Legal Requirement that might would otherwise apply to the Offer or Shareholder Agreements, the Merger Offer, the Mergers or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company 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) as set forth in Section 2.5(b) of this AgreementContemplated Transactions. Subject to Section 5.3, Sections 1.2(b) and 1.2(c): (1) the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents; and (2) the Company agrees that the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, and that no resolution of the board of directors of the Company or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub shall be adopted (it being understood that the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent and Acquisition Sub if it shall no longer be unanimous). (b) Notwithstanding anything in this Agreement to the contrary, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) an Acquisition Proposal is made that did not result directly or indirectly from a breach of this Section 1.2 or Section 5.3; (ii) on or prior to the date two (2) business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Acquisition Proposal may constitute, or may reasonably be expected to lead to, a Superior Proposal or whether such Acquisition Proposal may require the Company to withdraw or modify the Company Board Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Acquisition Proposal; (iii) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), (A) that such Acquisition Proposal would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, constitute, or be reasonably likely to result in, a Superior Proposal and (B) that in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (iv) the Company delivers to Parent a Superior Proposal Notice in accordance with Section 5.3(f) with respect to such Acquisition Proposal (including as an attachment the Specified Definitive Acquisition Agreement (as defined in Section 5.3(f)) and otherwise complies fully with the notice, negotiation and other requirements set forth in Section 5.3(f); and (v) following the negotiation period(s) described in Section 5.3(f), the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), and after taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of any negotiations contemplated by Section 5.3(f), that (A) such Acquisition Proposal constitutes a Superior Proposal, and (B) in light of such Acquisition Proposal, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements. (c) Notwithstanding anything to the contrary contained in Section 1.2(a), the Company Board Recommendation may also be withdrawn or modified in a manner adverse to Parent and Acquisition Sub at any time prior to the Acceptance Time if: (i) there shall occur or arise after the date of this Agreement a material and fundamental development or material and fundamental change in circumstances that relates to the Company but does not relate to any Acquisition Proposal (any such material development or material change in circumstances unrelated to an Acquisition Proposal being referred to as an “Intervening Event”); (ii) neither the Company nor any member of the board of directors or person identified as having “Knowledge” in the Disclosure Schedule had knowledge, as of the date of this Agreement, that there was a reasonable possibility that such Intervening Event could occur or arise after the date of this Agreement; (iii) on or prior to the date two (2) business days prior to the date of any meeting of the Company’s board of directors at which such board of directors will consider whether such Intervening Event may require the Company to withdraw or modify the Company Board Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting, the reasons for holding such meeting and a description of such Intervening Event; (iv) the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that, in light of such Intervening Event, the failure to withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Acquisition Sub would, if this Agreement or the Offer were not amended or an alternative transaction with Parent were not entered into, reasonably be expected to constitute a breach of the Company’s board of directors’ fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (v) the Company Board Recommendation is not withdrawn or modified in a manner adverse to Parent or Acquisition Sub at any time within the period of three (3) business days after Parent receives written notice from the Company confirming that the Company’s board of directors has determined that the failure to withdraw or modify the Company Board Recommendation in light of such Intervening Event would reasonably be expected to constitute a breach of its fiduciary obligations to the Company’s shareholders under applicable Legal Requirements; (vi) during such three (3) business day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement or the Offer or enter into an alternative transaction so that no withdrawal or modification of the Company Board Recommendation is legally required as a result of such Intervening Event; and (vii) at the end of such three (3) business day period, the Company’s board of directors reasonably determines in good faith, after having taken into account the advice of the Company’s outside legal counsel and after consultation with its financial advisor(s), that the failure to withdraw or modify the Company Board Recommendation would reasonably be expected to constitute a breach of the fiduciary obligations of the Company’s board of directors to the Company’s shareholders under applicable Legal Requirements in light of such Intervening Event (taking into account any definitive written proposal submitted to the Company by Parent or Acquisition Sub to amend this Agreement or the Offer or enter into an alternative transaction as a result of the negotiations contemplated by clause “(vi)” above). (d) Contemporaneously with the filing of the Schedule TO or as promptly as practicable thereafter on the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject only to Sections 1.2(b) and 1.2(c), shall reflect the Company Board Recommendation. The Company shall reasonable best efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Legal Requirements. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof 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 Company shall promptly provide Parent and its legal counsel with a copy of any written comments and a description of any oral comments received by the Company or its legal counsel from the SEC or its staff with respect to the Schedule 14D-9 and shall use reasonable best efforts to respond promptly to any such comments. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder or by other Legal Requirements, (i) each of Parent, Acquisition Sub and the Company shall use reasonable best efforts to promptly correct any information provided by it for use in the Schedule 14D-9 to the extent that such information shall be or shall have become false or misleading in any material respect, and (ii) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required by applicable Legal Requirements, to be disseminated to holders of shares of Company Common Stock. (e) The Company shall promptly provide to Parent (i) a list of the Company’s shareholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and (ii) such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer or the Mergers. Except as may be required by applicable Legal Requirements or legal process, and except as may be necessary to disseminate the Offer Documents, Parent and Acquisition Sub shall hold in confidence, in accordance with the terms of the Confidentiality Agreement and this Agreement, any information contained in any such labels, listings and files provided by the Company to Parent.

Company Actions. (a) The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota West Virginia Business Corporation Act (“MBCA”"WVBCA"), (iii) approved the Tender and Voting Agreement and the transactions contemplated thereby (iv) resolved to recommend that shareholders of the 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 “"Company Board Recommendation”), (iv") approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and heldirrevocably resolved to elect, to the extent necessary, a special committee of the Company’s 's board of directors formed in accordance with Section 302A.673 of directors' power and authority and to the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Mergerextent 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 laws and regulations (collectively, "Takeover Laws") of any jurisdiction that may purport to be applicable to this Agreement or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreementtransactions contemplated hereby and thereby. Finally, the Company 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) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "Schedule 14D-9") that shall reflect, subject to Section 5.3, the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Co. and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information 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 federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Co. with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Co. may reasonably request in connection with the Offer and the Merger. Parent and Acquisition Co. 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, upon request, deliver to the Company or destroy (as requested), and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy (as requested), all copies and any extracts or summaries from such information then in their possession or control.