Common use of No Shopping Clause in Contracts

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seek, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and or its Subsidiaries, directly or indirectly, to: (i) take any action to seek, encourage, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.035.3, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"“Company Third-Party Acquisition Offer”), or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine determines is required in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Third-Party Acquisition Offer with any person or group, or disclose non-public financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Third-Party Acquisition Offer; PROVIDED provided that (A) before furnishing such non-public information or access to such person or group, the Company's ’s Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Mutual Non-Disclosure Agreement dated November 7September 21, 2000 2003 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") “Confidentiality Agreement”), and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's ’s Board of Directors determines shall have determined in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Third-Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders ’s stockholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's ’s Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"“Company Superior Third-Party Acquisition Offer”). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Third-Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Third-Party Acquisition Offer and the terms and conditions thereof, but need not disclose including the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 7.2 shall operate to hinder or prevent the Company from fully complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Third-Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Third-Party Acquisition Offer, unless the Company's ’s Board of Directors determines in good faith, after consultation with its outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders stockholders under Minnesota Delaware law. Notwithstanding anything stated in this Section 7.02(d7.2(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an a Company Third Third-Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with its outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders stockholders under Minnesota Delaware law.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seekThe Shareholders shall not directly or indirectly (x) solicit, initiate or solicit any offer from encourage (or authorize any person to solicit, initiate or group to acquire any shares encourage), including without limitation by way of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiariesfurnishing information, or take any other action to otherwise acquire, except to the extent not prohibited by Section 5.03facilitate, any significant portion inquiries or the making of the assets of the Company and its Subsidiariesany proposal which constitutes, taken as whole or may reasonably be expected to lead to, any Acquisition Proposal, or (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (iiy) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine participate in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in any discussions or negotiations concerning regarding any Acquisition Proposal; provided, that if a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any Shareholder who is a director of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors MGC determines in good faith, after consultation with its outside with, and based on the written advice of legal counsel and financial advisercounsel, that such Company Third Party Acquisition Offer he or she is reasonably likely required to be more favorable do so in order to the Companycomply with his fiduciary duties to MGC's shareholders than the Merger and for which financingunder applicable law, to the extent required, is committed orhe or she may, in the good-faith judgment of the Company's Board of Directorsresponse to an unsolicited Acquisition Proposal, is reasonably capable of being obtained by the third party and subject to compliance with Section 12(b)(ii), (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER")A) furnish information with respect to MGC to any person making such unsolicited Acquisition Proposal pursuant to an executed confidentiality agreement with such person, and (B) participate in discussions or negotiations regarding such Acquisition Proposal. (bii) In addition to the obligations of the Company Shareholders set forth abovein paragraph (b)(i) of this Section 12, the Company each Shareholder will promptly shall advise Buyer PHNS orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that he or she receives of a nature which would assist a potential bidder in preparing an Acquisition Proposal or of any Acquisition Proposal, the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and nature of the information supplied, the material terms and conditions thereof, but need not disclose of such request or Acquisition Proposal and the identity of the offeror or person making the such request or inquiry, Acquisition Proposal. Such Shareholder will keep PHNS fully informed on a prompt and the Company shall keep Buyer informed in all material respects current basis of the status and details thereof (including changes amendments or amendments thereto)proposed amendments) of any such request or Acquisition Proposal of which such Shareholder may be aware. (ciii) Nothing in For purposes of this Section 7.02 shall operate to hinder Agreement, "Acquisition Proposal" means any proposal or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request offer from any person who has signed relating to any merger, consolidation, business combination, sale of all or a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board significant amount of Directors assets outside of the Company if ordinary course of business, sale of shares of capital stock outside of the Board ordinary course of Directors determines in good faithbusiness, after consultation with outside legal counsel, that such action is necessary for the Board tender or exchange offer or similar transaction involving MGC or any direct or indirect subsidiary of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawMGC.

No Shopping. (a) From the date hereof until the Effective Timetermination of this Agreement, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviseremployee, investment banker or other agent or representative any subsidiary of the Company and its Subsidiariesto, directly or indirectly, to: indirectly (i) take any action to seek, initiate or solicit any offer from any person person, entity or group to acquire any shares of capital stock of the Company or any of its Subsidiariessubsidiaries, to merge or consolidate with the Company or any of its Subsidiariessubsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, acquire any significant portion of the assets of the Company and its Subsidiariessubsidiaries, taken as whole a whole, except for acquisitions solely of inventory in the ordinary course of business (a "COMPANY THIRD PARTY ACQUISITION OFFERThird Party Acquisition Offer"), or or (ii) with respect except to the extent otherwise required by their fiduciary obligations under applicable law, based upon the advice of outside counsel to the Company, engage in negotiations or discussions concerning a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares business or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of or its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or groupsubsidiaries with, or disclose financial information relating to the Company or any of its Subsidiaries subsidiaries, or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiariessubsidiaries to, or afford access to the properties, books, books or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way withsubsidiaries to, any person or group third party that the Company has reason to believe is may be considering a Company Third Party Acquisition Offer; PROVIDED provided, however, that if the officers or directors of the Company shall be required by their fiduciary obligations under applicable law, based upon the advice of outside counsel to the Company, to enter into any such negotiations or discussions, disclose any such information or afford any such access to any third party, the Company may do so only if (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if is advised by one or more of its financial advisors that the third party has the financial resources to consummate a Superior Acquisition, as defined in paragraph (c) below, and the Board of Directors of the Company determines that the third party is likely to submit a bona fide Third Party Acquisition Offer to consummate a Superior Acquisition; (B) the Company has provided Buyer, as soon as reasonably practicable and in good faithany event prior to such discussions, negotiations, disclosure or access, notice of the Company's intent to enter into such discussions or negotiations, to supply information and/or to provide access, the identity of such third party and, as soon as reasonably practicable after consultation such terms are known by the Company, the terms of the Third Party Acquisition Offer; and (C) such third party has signed and delivered to the Company a confidentiality agreement substantially in the form of the Confidentiality Agreement referred to in Section 2.12. The Company will immediately cease or cause to be terminated any existing activities, discussions or negotiations with outside legal counselany parties conducted with respect to any of the foregoing. (b) The Company will orally notify Buyer immediately, followed by prompt written notice, of the receipt and the terms of any Third Party Acquisition Offer from any person, entity or group (other than from Buyer or Acquisition), or of any request for information or access, with respect to any Third Party Acquisition Offer, or any indication from any person, entity or group that it or another person, entity or group is considering making a Third Party Acquisition Offer or such action a request, which notice shall include the identity of the third party. (c) For purposes of this Agreement, a "Superior Acquisition" is necessary a transaction pursuant to which a tender offer is made to acquire all of the outstanding Company Stock, or a merger, consolidation or a sale of substantially all of the assets of the Company (to be followed by a complete liquidation of the Company) occurs, pursuant to which the per share tender offer price or the per share merger or consolidation price or the per share price that would be received by the stockholders in the liquidation (i) for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawCommon Stock is higher than the Common Stock Merger Consideration and (ii) for the Company Preferred Stock is higher than the Preferred Stock Merger Consideration.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will Citizens shall not, and will not permit directly or indirectly, through any officer, director, financial adviser, employee or other agent or representative of the Company and its Subsidiariesotherwise, directly or indirectly, to: (i) take any action to seeksolicit, initiate or solicit encourage any offer from Acquisition Proposal, or, except as otherwise required in the opinion of Bracxxxxx & Xattxxxxx, X.L.P. or such other nationally recognized, independent counsel in order for its Board of Directors to fulfill its fiduciary duties, participate in any person negotiation in respect of or group cooperate with (including, without limitation, by way of furnishing any nonpublic information concerning the business, properties or assets of Citizens or its Subsidiaries or any access to acquire such properties or assets) any shares of capital stock of Acquisition Proposal. Citizens shall notify the Company promptly by telephone, and thereafter promptly confirm such notification in writing, if any such information is requested from, or any of its Subsidiaries, to merge Acquisition Proposal or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) inquiry with respect to any Acquisition Proposal is received by, Citizens and shall provide the Company with a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more reasonably detailed description of the Outstanding Shares or assets contents thereof, including without limitation, the identity of the Companyother persons or entities involved. (b) Unless and until Citizens shall have exercised its right to terminate this Agreement pursuant to Section 7.1(e) hereof (or shall exercise such right simultaneously with any of the following), except to the extent no Acquisition Proposal shall be accepted, approved, adopted or recommended by the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or groupCitizens, or disclose financial information relating presented by Citizens, or by its Board of Directors or management, to the Company shareholders of Citizens for vote or approval by written consent, the Board of Directors of Citizens shall not rescind the approval of this Agreement or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business transactions contemplated hereby, and no such meeting of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shareholders shall be provided on a substantially concurrent basis called by Citizens or noticed for purposes of taking shareholder action with respect to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party any Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto)Proposal. (c) Nothing in Unless and until Citizens shall have exercised its right to terminate this Agreement pursuant to Section 7.02 shall operate to hinder 7.1(e) hereof, or prevent the Company from fully complying except as otherwise required by any Governmental Authority having jurisdiction with Rule 14e-2 promulgated under the Exchange Act with regard respect to a Company Third Party Acquisition Offer. (d) The Company party, Citizens shall not release prepare or assist in the preparation of or file or assist in the filing of any third party from, notice or waive application to any provision of, Governmental Authority pertaining to or seeking approval of any standstill agreement change in control incident to or which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request would result from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawProposal.

No Shopping. (a) From Each of the date hereof until the Effective TimeCompany, the Company BEC and its their respective Subsidiaries will not, and will not permit directly or indirectly, through any officer, director, employee, representative, agent, financial adviseradviser or otherwise, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seeksolicit, initiate or solicit any offer encourage inquiries or submission of proposals or offers from any person relating to any sale of all or group to acquire any shares of capital stock a portion of the Company assets, business, properties of (other than immaterial or insubstantial assets or inventory in the ordinary course of business), or any equity interest in, the Company, BEC or any of its their respective Subsidiaries, to merge as the case may be, or consolidate any business combination with the Company or any of its their respective Subsidiaries, as the case may be, whether by merger, consolidation, sale of assets, tender offer or otherwise (collectively, an "Acquisition Transaction") or participate in any negotiation regarding, or furnishing to otherwise acquire, any other person any information (except to the extent not prohibited information which has been previously publicly disseminated by Section 5.03, any significant portion of the assets of the Company and its Subsidiariesor BEC, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER")the case may be, or (iiin the ordinary course of business) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiariesto, or otherwise cooperate in any way with, or assist in, facilitate or encourage, any effort or attempt by any other person to do or seek to do any of the foregoing. Notwithstanding the foregoing, the Company or BEC, as the case may be, may furnish any information (subject to the execution of a confidentiality agreement substantially similar to that then in effect between Company and BEC) and participate in discussions and negotiate with any such entity or group that concerning any potential Acquisition Transaction involving the Company Company, BEC or any of their respective Subsidiaries, as the case may be, if such entity or group has reason submitted a bona fide proposal to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing its Board of Directors, relating to any such non-public information or access to such person or group, transaction which the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the CompanyBEC's Board of Directors, is as the case may be, reasonably capable of being obtained by the third party determines would represent a Superior Proposal (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (bas defined below) In addition to the obligations Merger to the holders of Company Common Stock or BEC Common Stock, as the case may be. If the Board of the Company set forth aboveor BEC, as the Company promptly shall advise Buyer orally case may be, after duly considering advice, written or otherwise, of their respective outside counsel and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereoffinancial advisors, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, faith that such action is necessary for the Board of Directors to comply it would be inconsistent with its fiduciary duties responsibilities not to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d)approve or recommend a Superior Proposal, the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.then (A) the

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries Xxxxxxx will not, and will not permit any officer, director, financial adviser, director or other agent or representative of the Company and its SubsidiariesXxxxxxx, directly or indirectly, to: to (i) take any action to seek, initiate or solicit encourage any offer from any person person, entity or group to acquire any shares of capital stock of the Company Xxxxxxx or any of its SubsidiariesSubsidiary, to merge or consolidate with the Company Xxxxxxx or any of its SubsidiariesSubsidiary, or to otherwise acquire, except to the extent not prohibited as expressly permitted by Section 5.034.01 (d)(iii) hereof, any significant portion of the assets of the Company and its SubsidiariesXxxxxxx or any Subsidiary, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its required by their fiduciary duties after consultation with its outside legal counselobligations under applicable law, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or groupconcerning, or disclose financial information relating to the Company to, Xxxxxxx or any of its Subsidiaries Subsidiary, or any confidential or proprietary trade or business information relating to the business of the Company Xxxxxxx or any of its SubsidiariesSubsidiary, or afford access to the properties, books, books or records of the Company Xxxxxxx or any Subsidiary, to any third party that may be considering any merger or consolidation with Xxxxxxx or any Subsidiary or any acquisition of its Subsidiariesany shares of capital stock of Xxxxxxx or any Subsidiary or any significant portion of the assets of Xxxxxxx or any Subsidiary; provided, however, that if Xxxxxxx shall become legally obligated, or otherwise cooperate in if the officers or directors of Xxxxxxx shall be required by their fiduciary obligations under applicable law to disclose any way withsuch information to any third party, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing Xxxxxxx may disclose such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis third party only if Xxxxxxx has delivered to Buyer, and (B) before entering into discussions or negotiations with at least 48 hours prior to such person or groupdisclosure, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed ora written description, in the good-faith judgment reasonable detail, of the Company's Board information Xxxxxxx intends to disclose and the identity of Directors, is reasonably capable of being obtained by the such third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER")party. (b) In addition to the obligations of the Company set forth aboveXxxxxxx will orally notify Buyer immediately, the Company promptly shall advise Buyer orally and in writing followed by prompt written notice, of any Company Third Party Acquisition Offer offer from any person, entity or group or of any inquiry or request for information that the Company reasonably believes could lead (other than from Buyer or Buyer Subsidiary), with respect to any merger or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereofconsolidation with Xxxxxxx or any Subsidiary or any acquisition of any shares of capital stock of Xxxxxxx or any Subsidiary or, but need not disclose the identity except with respect to sales of assets expressly permitted by Section 4.01(d)(iii), any significant portion of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects assets of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party Xxxxxxx or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawSubsidiary.

No Shopping. (a) From After the date hereof until and prior to the Effective TimeClosing or earlier termination of this Agreement, the Company and its Subsidiaries will shall not, and will shall not permit any of its subsidiaries to, initiate, solicit, negotiate, encourage or provide confidential information to facilitate, and the Company shall, and shall cause its subsidiaries to, (i) cause any officer, directordirector or employee of, financial adviseror any attorney, accountant or other agent or representative of the Company retained by it and its Subsidiaries, directly or indirectly, to: (i) take any action to seek, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) cause any financial advisor or investment banker retained by it, not to initiate, solicit, negotiate, encourage or provide non-public or confidential information to facilitate, any proposal or offer to acquire all or any substantial part of the Acquired Assets or the Business, whether by merger, purchase of, tender offer or otherwise, whether for cash, securities or any other consideration or combination thereof, other than with respect to a Company Third Party the transactions contemplated by the Merger Agreement (any such transactions being referred to herein as "Acquisition Offer to acquireTransactions"). ------------------------ (b) Notwithstanding the provisions of paragraph (a) above, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine may, in response to an unsolicited written proposal with respect to an Acquisition Transaction, furnish (subject to a confidentiality agreement substantially the good faith exercise of same as the confidentiality agreement signed by Buyer or its fiduciary duties after consultation Affiliate in connection with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any transactions contemplated by this Agreement) confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information concerning its business, properties, assets or access the components of and assumptions used in the calculation of the Purchase Price (as defined in Section 3.1) to such a financially capable corporation, partnership, person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer other entity or group (the a "COMPANY CONFIDENTIALITY AGREEMENTPotential Acquirer") and all information provided to or ------------------ negotiate with such person or group shall be provided on a substantially concurrent basis to BuyerPotential Acquirer if (i) it has in connection therewith complied with subsection (c) of this Section, and (Bii) before entering into discussions based upon advice of outside legal counsel to the Board or negotiations with such person or groupany special committee of the Board formed to review and evaluate the transactions contemplated by this Agreement, the Company's Board of Directors and/or special committee determines in good faith, after consultation with its outside legal counsel and financial adviser, faith that such Company Third Party Acquisition Offer it is reasonably more likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information not that the Company reasonably believes could lead failure to provide such confidential or contemplates non-public information to such Potential Acquirer would constitute a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity breach of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto)its fiduciary duty to its shareholders. (c) Nothing in this Section 7.02 shall operate to hinder or prevent In the event the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard shall determine to a Company Third Party Acquisition Offer. provide any information or negotiate as described in paragraph (db) The Company shall not release any third party fromabove, or waive shall receive any provision ofoffer of the type referred to in paragraph (b) above, it shall promptly (and in any standstill agreement event, at least one (1) day prior to which it providing information or commencing negotiations) inform the Buyer that information is a party to be provided, that negotiations are to take place or any confidentiality agreement between it that an offer has been received and another shall furnish to the Buyer the identity of the person who receiving such information or the proponent of such offer, if applicable, and, if an offer has made, or who is reasonably likely to makebeen received, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors description of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawmaterial terms thereof.

No Shopping. (a) From Except as provided in Section 6.7(b), from the date hereof of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article 7, none of the the Company and or its Subsidiaries will notSubsidiary will, and each will cause their Affiliates and representatives not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiariesto, directly or indirectly, solicit, encourage, knowingly facilitate, participate, or engage in (including by way of discussions, negotiations, or furnishing any nonpublic information) a Third-Party Acquisition Proposal, other than to advise such Person of the Company’s obligations under this Section 6.7. The Company will promptly advise Buyer in writing of any Third-Party Acquisition Proposal that the Company or the Subsidiary receives or of which any of them becomes aware. (b) Notwithstanding Section 6.7(a), at any time prior to obtaining approval of the Merger by the Shareholder Vote (but not thereafter), in response to a Third-Party Acquisition Proposal that (i) was not solicited in breach of Section 6.7(a) and (ii) the Company Board determines in good faith, after consulting with its financial advisors and outside legal counsel, constitutes, or could reasonably be expected to lead to, a Superior Proposal, the Company may: (i) take any action furnish information with respect to seek, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its SubsidiariesSubsidiary to the Person making such Third-Party Acquisition Proposal (and its officers, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives), orand (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage participate in discussions or negotiations concerning a Company Third with, and provide draft documents and agreements to, the Person making such Third-Party Acquisition Offer with Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Third-Party Acquisition Proposal. (c) Prior to taking any person or groupof the actions permitted by Section 6.7(b), the Company shall (i) provide reasonable prior notice to Buyer to the effect that the Company is furnishing information to, or disclose financial entering into discussions or negotiations with, such Person (including the identity of such Person), (ii) provide Parent with all information relating to be provided to such Person that Parent has not previously been provided, and (iii) receive from such Person an executed confidentiality agreement reasonably satisfactory to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating Board and with terms substantially similar to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company Company, in the aggregate, than those contained in the Confidentiality Agreement dated November 7Agreement. (d) Notwithstanding the foregoing provisions of this Section 6.7 or Section 6.16(c), 2000 between but subject to the other terms and conditions of this Section 6.7(d) and Section 6.7(e), if, at any time prior to obtaining approval of the Merger by the Shareholder Vote, the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, faith after consultation with its outside legal counsel and financial adviser, advisors that such Company Third Party Acquisition Offer is reasonably likely the failure to be more favorable do so would violate its fiduciary duties to the Company's shareholders than Shareholders under any Applicable Legal Requirement, then the Company Board may withdraw, modify, or change in a manner adverse to Parent and Buyer, such recommendation (a “Company Recommendation Change”). If a proposed Company Recommendation Change is not in response to a Superior Proposal, then the Company Recommendation Change may be made only if it is directly related to an event, fact, circumstance, development or occurrence that affects the assets or operations of the Company that is unknown to the Company Board as of the date of this Agreement but becomes known to the Company Board prior to obtaining approval of the Merger by the Shareholder Vote. (e) Before making any Company Recommendation Change or terminating this Agreement pursuant to Section 7.1(h), the Company shall (i) provide Buyer with at least three Business Days advance written notice (such period, the “Notice Period”), advising Buyer of its intention to make a Company Recommendation Change or to terminate this Agreement to enter into a definitive agreement with respect to a Superior Proposal, (ii) provide Buyer in writing the material terms and for which financingconditions of any such Superior Proposal and a copy of the relevant proposed transaction documents with the party making such Superior Proposal and other material documents (including the identity of such Person), and (iii) discuss with Buyer, to the extent requiredBuyer wishes to discuss, any proposed changes by Buyer to the terms of this Agreement as to permit the Company not to effect a Company Recommendation Change or to terminate this Agreement in response to such a Superior Proposal. In the event of any material change to the material terms of such Superior Proposal (any change in price shall be deemed a material change of a material term), the Company Board shall deliver to Buyer an additional notice and shall comply with this Section 6.7(e) with respect to such new notice, except that if the only material change is committed ora change in price, in then the good-faith judgment deadline for such new written notice shall be 36 hours (rather than the three Business Days otherwise contemplated by this Section 6.7(e)). None of the Company's Board Company Board, any committee thereof or the Company shall enter into any binding agreement with any Person to limit or not provide prior notice to Buyer of Directors, is reasonably capable of being obtained by the third party (its intent to make a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER")Company Recommendation Change or to terminate this Agreement in response to any Superior Proposal. (bf) In addition Nothing contained in this Agreement shall prohibit the Company or the Company Board from making any disclosure to the obligations of Shareholders if the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action disclosure is required by applicable securities laws; provided, that, any such disclosure shall be deemed a Company Recommendation Change. (g) Notwithstanding anything to the contrary herein, prior to the Effective Time, the Special Fiduciary shall not, directly or indirectly, solicit any Third-Party Acquisitions Proposals but will, to the extent required by ERISA, review any and all unsolicited Third-Party Acquisition Proposals to the extent necessary for the Board of Directors to comply with fulfill its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawduty.

No Shopping. (a) From the date hereof until the Effective Time, the Company Parent shall not and its Subsidiaries will not, and will shall not permit any officerof its agents or representatives (including, directorwithout limitation, financial adviserinvestment bankers, or other agent or representative attorneys and accountants) and shall not permit any of the officers, employees, agents, affiliates and representatives of the Company and its Subsidiariesor any Subsidiary to, directly or indirectly, to: (i) take any action to seeksolicit, initiate or solicit encourage the submission of any offer inquiries, indications of interest, proposals of offers from any person corporation, partnership, person, entity or group to acquire group, other than Purchaser (collectively, "Third Parties"), concerning the sale of any shares equity security of, or any other interest in, the Company or any Subsidiary, the sale of capital stock any assets of the Company or any Subsidiary (other than sales in the ordinary course of its Subsidiaries, to merge or consolidate with the Company business or any of its Subsidiaries, matters specifically disclosed in the Disclosure Schedule hereto) or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets recapitalization or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to other business combination transaction involving the Company or any of its Subsidiaries (an "Acquisition Proposal"), (ii) participate in any discussions or negotiations regarding, or enter into any confidential agreements or proprietary trade or business information understandings relating to the business to, any of the Company foregoing with, or provide any information concerning the Company, its Subsidiaries or any of its Subsidiariesthe foregoing to, any Third Parties including any Third Parties that the Parent had conducted negotiations with prior to the date of this Agreement, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any person effort or group that attempt by any Third Party to do or seek any of the foregoing. Prior to the Closing, at Purchaser's request, Parent shall use its best efforts to cause the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such cause the destruction or return of all non-public public, confidential or proprietary information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between concerning the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information Subsidiaries provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations potential purchasers of the Company set forth above, or the Company promptly shall advise Buyer orally and in writing assets thereof. Parent will immediately notify Purchaser after the receipt by it or any of its agents of any Company inquiry, indication of interest, proposal or offer with respect to an Acquisition Proposal by any Third Party Acquisition Offer or and will immediately deliver to Purchaser any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments written documentation relating thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will FBHC shall not, and will not permit directly or indirectly, through any officer, director, financial adviser, employee or other agent or representative of the Company and its Subsidiariesotherwise, directly or indirectly, to: (i) take any action to seeksolicit, initiate or solicit encourage any offer from Acquisition Proposal, or, except as otherwise required in the opinion of Silver, Xxxxxxxx & Xxxx, L.L.P. or such other nationally recognized, independent counsel in order for its Board of Directors to fulfill its fiduciary duties, participate in any person negotiation in respect of or group cooperate with (including, without limitation, by way of furnishing any nonpublic information concerning the business, properties or assets of FBHC or its Subsidiaries or any access to acquire such properties or assets) any shares of capital stock of Acquisition Proposal. FBHC shall notify the Company promptly by telephone, and thereafter promptly confirm such notification in writing, if any such information is requested from, or any of its Subsidiaries, to merge Acquisition Proposal or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) inquiry with respect to any Acquisition Proposal is received by, FBHC and shall provide the Company with a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more reasonably detailed description of the Outstanding Shares or assets contents thereof, including without limitation, the identity of the Companyother persons or entities involved. (b) Unless and until FBHC shall have exercised its right to terminate this Agreement pursuant to Section 7.1(e) hereof (or shall exercise such right simultaneously with any of the following), except to the extent no Acquisition Proposal shall be accepted, approved, adopted or recommended by the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or groupFBHC, or disclose financial information relating presented by FBHC, or by its Board of Directors or management, to the Company shareholders of FBHC for vote or approval by written consent, the Board of Directors of FBHC shall not rescind the approval of this Agreement or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business transactions contemplated hereby, and no such meeting of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shareholders shall be provided on a substantially concurrent basis called by FBHC or noticed for purposes of taking shareholder action with respect to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party any Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto)Proposal. (c) Nothing in Unless and until FBHC shall have exercised its right to terminate this Agreement pursuant to Section 7.02 shall operate to hinder 7.1(e) hereof, or prevent the Company from fully complying except as otherwise required by any Governmental Authority having jurisdiction with Rule 14e-2 promulgated under the Exchange Act with regard respect to a Company Third Party Acquisition Offer. (d) The Company party, FBHC shall not release prepare or assist in the preparation of or file or assist in the filing of any third party from, notice or waive application to any provision of, Governmental Authority pertaining to or seeking approval of any standstill agreement change in control incident to or which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request would result from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawProposal.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seek, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFERCompany Third Party Acquisition Offer"), or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED provided that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENTCompany Confidentiality Agreement") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFERCompany Superior Third Party Acquisition Offer"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seek, initiate encourage, initiate, or solicit any offer or proposal from any person or group to acquire any shares of capital stock equity securities of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.035.3, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"“Third-Party Acquisition Offer”), ; or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Third-Party Acquisition Offer with any person or group, or disclose non-public financial information relating to the Company or any of its Subsidiaries or any other non-public confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Third-Party Acquisition Offer; PROVIDED that , unless (A) before furnishing such non-public information or access to such person or group, the Company's ’s Board of Directors shall receive has received from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between Parent and the Company and Buyer dated April 26, 2002 (the "COMPANY CONFIDENTIALITY AGREEMENT"“Confidentiality Agreement”) and all information provided to such person or group shall be is provided on a substantially concurrent basis to BuyerParent and Parent Subsidiary if such information has not previously been provided to Parent and Parent Subsidiary, and (B) before entering into discussions or negotiations with such person or groupgroup (other than as necessary to receive and understand the Third-Party Acquisition Offer or to obtain information relating to such person or group with respect to its ability to obtain financing for the Third-Party Acquisition Offer), the Company's ’s Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third the Third-Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders Class A Members than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's ’s Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"“Superior Third-Party Acquisition Offer”). (b) In addition to the obligations of the Company set forth above, the Company shall promptly shall advise Buyer Parent and Parent Subsidiary orally and in writing of any Company Third Third-Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Third-Party Acquisition Offer and the terms and conditions thereof, but need not disclose including the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer Parent and Parent Subsidiary informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 6.2 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Third-Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From the date hereof until the Effective Timetermination of this Agreement, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviseremployee, investment banker or other agent or representative of the Company and its Subsidiariesto, directly or indirectly, to: indirectly (i) take any action to seek, initiate or solicit any offer from any person person, entity or group to acquire any shares of capital stock of the Company or any of its Subsidiariessubsidiaries, to merge or consolidate with the Company or any of its Subsidiariessubsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.03, acquire any significant portion of the assets of the Company and its Subsidiariessubsidiaries, taken as a whole (a "COMPANY THIRD PARTY ACQUISITION OFFERThird Party Acquisition Offer"), or or (ii) with respect to engage in negotiations or discussions concerning a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares business or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of or its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or groupsubsidiaries with, or disclose financial information relating to the Company or any of its Subsidiaries subsidiaries, or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiariessubsidiaries to, or afford access to the properties, books, books or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way withsubsidiaries to, any person or group third party that the Company has reason to believe is may be considering a Company Third Party Acquisition Offer; PROVIDED provided, however, that the Company may enter into any such negotiations or discussions, disclose any such information or afford any such access to any third party, if (A) before furnishing such non-public information the Board of Directors of the Company is advised by one or access more of its financial advisors and concludes in good faith that the third party has the financial resources to consummate a Superior Acquisition, as defined in paragraph (c) below, and the Board of Directors of the Company determines in good faith that the third party is likely to submit a bona fide Third Party Acquisition Offer to consummate a Superior Acquisition; (B) the Company has provided Parent, as soon as reasonably practicable and in any event prior to such person discussions, negotiations, disclosure or groupaccess, notice of the Company's Board intent to enter into such discussions or negotiations, to supply information and/or to provide access, the identity of Directors shall receive from such person an executed confidentiality third party and, as soon as reasonably practicable after such terms are known by the Company, the terms of the Third Party Acquisition Offer; and standstill agreement that is no less favorable (C) such third party has signed and delivered to the Company than a confidentiality agreement substantially equivalent to the Confidentiality Agreement dated November 7in Section 4.4. The Company will immediately cease or cause to be terminated any existing activities, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person any parties conducted with respect to any of the foregoing. (b) The Company will orally notify Parent immediately, followed by prompt written notice, of the receipt and the terms of any Third Party Acquisition Offer from any person, entity or group, or of any request for information or access, with respect to any Third Party Acquisition Offer, or any indication from any person, entity or group that it or another person, entity or group is considering making a Third Party Acquisition Offer or such a request, which notice shall include the identity of the third party and will promptly update the Company with respect to any developments with respect to such Third Party Acquisition Offer. (c) For purposes of this Agreement, a "Superior Acquisition" is a transaction pursuant to which a tender offer is made to acquire all of the outstanding Company Stock, or a merger, consolidation or a sale of substantially all of the assets of the Company (to be followed by a complete liquidation of the Company's ) occurs, which the Board of Directors determines of the Company concludes in good faith, faith (after consultation with its outside financial advisors and legal counsel counsel), taking into account all legal, financial, regulatory and financial adviserother aspects of the proposal and the Person making the proposal, (i) would, if consummated, result in a transaction that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders (in their capacities as shareholders), from a financial point of view, than the Merger transactions contemplated by this Agreement and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, (ii) is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER")completed. (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From the date hereof until the Effective Time, The Company represents and warrants to ----------- and covenants and agrees with Parent and Magellan that neither the Company and its Subsidiaries will not, and will not permit nor any officer, director, financial adviser, or other agent or representative of the Company and its SubsidiariesSubsidiaries has any agreement, arrangement or understanding with any potential acquiror that, directly or indirectly, to:would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. (ib) take The Company shall, and shall cause its Subsidiaries and its and their officers, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any action existing discussions or negotiations with any Person other than Parent and Magellan (a "Third Party") heretofore ----------- conducted with respect to seekany Company Acquisition Proposal (as defined below). The Company shall not, initiate and shall cause its Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or solicit indirectly (x) solicit, initiate, continue, facilitate or encourage (including by way of furnishing or disclosing non-public information) any offer inquiries, proposals or offers from any person Third Party with respect to, or group that could reasonably be expected to acquire lead to, any shares acquisition or purchase of capital stock a material portion of the assets or business or a 25% or more voting equity interest in (including by way of a tender offer) or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the Company or any of its SubsidiariesSubsidiaries (the foregoing being referred to as a "Company Acquisition Proposal") or (y) negotiate, explore or otherwise ---------------------------- communicate in any way with any Third Party with respect to merge any Company Acquisition Proposal, or consolidate enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon or fail to consummate the Merger or any other transaction contemplated hereby. (c) Notwithstanding anything to the contrary in the foregoing clause (b), the Company may in response to an unsolicited written proposal with respect to a Company Acquisition Proposal, from a Third Party (i) furnish or disclose non- public information to such Third Party and (ii) negotiate, explore or otherwise communicate with such Third Party, in each case only if (A) the Board of Directors of the Company by majority vote determines in good faith upon considering the advice of outside counsel that failing to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company under applicable law (the Company Acquisition Proposal meeting the requirements of this clause (A), a "Superior Proposal"), (B) prior to furnishing or disclosing any non-public ----------------- information to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement between the Company and Parent (the "Confidentiality Agreement"), but which confidentiality agreement shall not ------------------------- provide for any exclusive right to negotiate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited payments by Section 5.03, any significant portion of the assets of the Company and (C) the Company advises Parent and Magellan of all such non- public information delivered to such Third Party concurrently with such delivery; provided however, that the Company shall not, and shall cause its SubsidiariesAffiliates not to, taken as whole (enter into a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) definitive agreement with respect to a Superior Proposal unless (w) the Company Third Party Acquisition Offer has given Parent and Magellan five business days notice of its intention to acquireenter into such definitive agreement, by tender offer(x) if Parent and Magellan make a counter-proposal within such five business day period, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine have determined, in light of any such counter-proposal, that the good faith exercise of its fiduciary duties after consultation with its outside legal counselThird Party's proposal is still a Superior Proposal, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to (y) the Company or concurrently terminates this Agreement in accordance with the terms hereof and pays any of its Subsidiaries or termination fees required under Section 7.10 and agrees to pay any confidential or proprietary trade or business information relating to the business of other amounts required under such Section and (z) such agreement permits the Company or any of its Subsidiariesto terminate it if it receives a Superior Proposal, or afford access such termination and related provisions to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is be on terms no less favorable to the Company than the Confidentiality Agreement dated November 7Company, 2000 between the Company including as to fees and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyerreimbursement of expenses, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offeras those contained herein. (d) The Company shall not release promptly (but in any third party from, or waive any provision ofevent within one day of the Company becoming aware of same) advise Parent and Magellan of the receipt by the Company, any standstill agreement to which it is a party of its Subsidiaries or any confidentiality agreement between it and another person who has madeof its bankers, attorneys or who is reasonably likely other agents or representatives of any inquiries or proposals relating to make, a Company Third Party Acquisition Offer, unless the Company's Board Proposal and any actions taken pursuant to subsection (c) above. The Company shall promptly (but in any event within one day of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need becoming aware of same) provide Parent and Magellan with a copy of any such inquiry or proposal in writing and a written statement with respect to any such inquiries or proposals not refuse a request in writing, which statement shall include the identity of the parties making such inquiries or proposal and the material terms thereof. The Company shall, from time to time, promptly (but in any person who has signed a standstill agreement with event within one day of the Company becoming aware of same) inform Parent and Magellan of the status and content of and development with respect to make an any discussions regarding any Company Third Party Acquisition Offer to Proposal with a third party, including (i) the Chief Executive Officer or calling of meetings of the Board of Directors of the Company if to take action with respect to such Company Acquisition Proposal, (ii) the execution of any letters of intent, memoranda of understanding or similar non-binding agreements with respect to such Company Acquisition Proposal, (iii) the waiver of any standstill agreement to which the Company is or becomes a party, (iv) the determination by the Board of Directors determines of the Company to recommend to the stockholders of the Company that they approve or accept a Superior Proposal or withdraw or modify in good faitha manner adverse to Parent or Magellan its approval or recommendation of this Agreement or the Merger, after consultation (v) the determination by the Company to publicly disclose receipt of a Superior Proposal and (vi) the waiver by the Company of any confidentiality agreement with outside legal counsela Person proposing a Superior Proposal. For the avoidance of doubt, the Company agrees that it will not enter into any definitive agreement with respect to a Superior Proposal unless and until Parent and Magellan have been given notice of the identity of the party making such action is necessary for Superior Proposal, the Board of Directors terms thereof and developments referred to comply with its fiduciary duties in the preceding sentence and the intent to Company shareholders under Minnesota lawenter into such a definitive agreement at least five business days prior to the entering into such agreement.

No Shopping. (a) From the date hereof until the Effective Time, the Company and its Subsidiaries will not, and will not permit any officer, director, financial adviser, or other agent or representative of the Company and its Subsidiaries, directly or indirectly, to: (i) take any action to seek, encourage, initiate or solicit any offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited by Section 5.035.3, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFERCompany Third-Party Acquisition Offer"), or (ii) with respect to a Company Third Third-Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Third-Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Third-Party Acquisition Offer; PROVIDED that unless (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7May 17, 2000 2001 between the Company and Buyer Buyer, together with the Mutual Non-Disclosure Agreement dated May 25, 2001 between the Company and Xxxxxx Xxxxxx Partners LLC (together, the "COMPANY CONFIDENTIALITY AGREEMENTConfidentiality Agreement") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Third-Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFERCompany Superior Third-Party Acquisition Offer"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Third-Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Third-Party Acquisition Offer and the terms and conditions thereof, but need not disclose including the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 7.2 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Third-Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Third-Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota Massachusetts law. Notwithstanding anything stated in this Section 7.02(d7.2(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an a Company Third Third-Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota Massachusetts law.

No Shopping. (a) From the date hereof until of this Agreement through the Effective Timedate set forth in Section 11.1(b)(1), neither the Significant Shareholders nor the Company and its Subsidiaries will, nor will not, and will not any of them authorize or permit any officer, directordirector or employee of or any investment banker, financial adviserattorney, accountant or other representative retained by any of them to, (i) solicit, initiate or encourage the submission of a proposal or offer from any Person relating to, or that could reasonably be expected to lead to, any Other Bid (as defined below), (ii) participate in any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other agent action to facilitate any inquiries or representative the making of any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid, or (iii) enter into any agreement with respect to any Other Bid; provided, however, that if, and only if, prior to the approval of this Agreement and the transactions contemplated hereby by the Shareholders, at the meeting held pursuant to Section 7.11, the Company receives an unsolicited indication of interest from any Person relating to an Other Bid that the board of directors of the Company determines, reasonably and in good faith after reasonable investigation in consultation with and based on the advice of its Subsidiariesoutside financial advisor, directly is or indirectlycould reasonably be expected to lead to a Superior Proposal (as defined below), to: (i) take any action to seek, initiate or solicit any offer from any person or group to acquire any shares of capital stock of then the Company may, pursuant to a customary confidentiality agreement with terms not more favorable to such Person than to Purchaser under the Confidentiality Agreement (as defined in Section 7.6(b)) and in each case upon prior written notice to Purchaser of at least two Business Days, (x) furnish the same information to such Person as was previously furnished to Purchaser, as revised or updated to reflect any of its Subsidiaries, changes or additions to merge or consolidate with the Company or any of its Subsidiaries, or such information (provided that such revised information is contemporaneously furnished to otherwise acquire, except Purchaser to the extent it had not prohibited by been so furnished previously), (y) negotiate, explore or otherwise engage in substantive discussions with such Person, and (z) change or withdraw its recommendation that the Shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the meeting held pursuant to Section 5.037.11 (provided that such amendment or withdrawal shall not limit or otherwise affect the right of Purchaser to terminate this Agreement pursuant to Section 11.1(e)), but in each case only if such board also determines, reasonably and in good faith after reasonable investigation in consultation with and based on the advice of its outside legal counsel, that failing to cause the Company to take such action would violate such board’s fiduciary duties to the Shareholders under Applicable Law. (b) The Representative promptly will advise Purchaser orally and in writing of any significant portion Other Bid or any inquiry with respect to or which could lead to any Other Bid, the identity of the Person making any Other Bid or such inquiry, and the material terms and conditions thereof. As used in this Section 7.5, “Other Bid” will mean any proposal to acquire in any manner any of the assets of the Company or any amount of Shares, other than (i) the transactions contemplated by this Agreement and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, the acquisition of assets or otherwiseinventory in the Ordinary Course of Business. As used in this Section 7.5, 40% or more “Superior Proposal” will mean an Other Bid that the board of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors directors of the Company shall otherwise determine determines, reasonably and in the good faith exercise after reasonable investigation in consultation with and based on the advice of its fiduciary duties after consultation with its outside legal counselfinancial advisor, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to is more favorable for the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable to the Company Shareholders than the Confidentiality transactions contemplated by this Agreement dated November 7from a financial point of view; provided, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviserhowever, that such Company Third Party Acquisition Offer is reasonably likely an Other Bid will not be deemed to be more favorable to a Superior Proposal unless it involves consideration per Share that exceeds the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER")Cash Price. (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.

No Shopping. (a) From During the period between the date hereof until of this Agreement and the Effective TimeTime or the earlier termination of this Agreement, the Company and its Subsidiaries will shall not, and will not permit any officershall direct and cause each of their officers, directordirectors, employees, financial adviseradvisors, attorneys, accountants or other agent agents or representative of representatives (collectively, the Company and its Subsidiaries"COMPANY REPRESENTATIVES") not to, directly or indirectly, to: (i) solicit, initiate or knowingly take any action to seekfacilitate or knowingly encourage any inquiries, initiate or solicit any the making of a proposal or offer from any person or group to acquire any shares of capital stock of the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its SubsidiariesPerson relating to, or that could reasonably be expected to otherwise acquirelead to, except to the extent not prohibited by Section 5.03an Acquisition Transaction (each, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a an "COMPANY THIRD PARTY ACQUISITION OFFERPROPOSAL"), or ; (ii) with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets enter into or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine participate in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in any discussions or negotiations concerning a Company Third Party Acquisition Offer with with, furnish any person or group, or disclose financial confidential non-public information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiariesto, or afford access to the business, personnel, properties, booksassets, books or records of the Company or any of its SubsidiariesSubsidiaries to, any third party relating to an Acquisition Proposal or otherwise cooperate in knowingly facilitate or knowingly encourage any way witheffort or attempt to make or implement an Acquisition Proposal with respect to an Acquisition Transaction; or (iii) enter into any Contract with respect to an Acquisition Transaction. (b) Notwithstanding the provisions of Section 4.2(a) or any other provision of this Agreement, at any person or group that time prior to (but not after) this Agreement is submitted for a vote at the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that Stockholder Meeting, (A) before furnishing such the Company may furnish confidential or non-public information or access to any third party that has made an unsolicited bona fide written Acquisition Proposal which did not result from a breach of Section 4.2(a), (B) the Company may engage in discussions and negotiations with any such person or groupthird party, and (C) the Company's Board of Directors shall receive from may recommend any such person an executed confidentiality and standstill agreement that is no less favorable Acquisition Proposal to the Company than the Confidentiality Agreement dated November 7, 2000 between stockholders of the Company and Buyer withdraw or adversely amend or modify its recommendation of this Agreement and the Merger if and only to the extent that before taking any such action (i) in the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided case of the actions referred to such person or group shall be provided on a substantially concurrent basis to Buyerin clause (A), and (B) before entering into discussions or negotiations with such person or group(C), the Company's Company has complied with Section 4.2(c) with respect to such Acquisition Proposal and the Board of Directors determines has determined, in good faith, faith and after consultation with its outside legal counsel counsel, that failing to take such action would constitute a breach of their fiduciary duties under applicable Law, (ii) in the case of the actions referred to in clause (A), such Acquisition Proposal constitutes a Superior Proposal or the Board of Directors determines, in good faith after consultation with its financial advisors and financial adviseroutside legal counsel, that such Company Third Party Acquisition Offer Proposal is reasonably likely to be lead to a Superior Proposal, (iii) in the case of the actions referred to in clause (A) or (B), the Company and such third party have entered into a confidentiality agreement with terms no more favorable to such third party than the Confidentiality Agreement, dated as of November 17, 2003 (the "CONFIDENTIALITY AGREEMENT"), between Parent and the Company's shareholders than the Merger , and for which financing, to the extent required, is committed or, (iv) in the good-faith judgment case of the Company's Board of Directorsactions referred to in clause (B) or (C), is reasonably capable of being obtained by the third party (such Acquisition Proposal constitutes a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, Superior Proposal and the Company shall keep have given Parent written notice of its intent to take such actions at least five Business Days before doing so and negotiated in good faith any improvements in the terms of this Agreement which Parent seeks to make during this notice period (any improved terms which Parent offers, and Buyer informed can accept, in all material respects of the status and details thereof (including changes or amendments theretoa legally binding manner, "IMPROVED TERMS"). (c) . Nothing in this Section 7.02 Agreement shall operate to hinder or prevent the Company or its Board of Directors from fully complying with its disclosure obligations under Rule 14e-2 promulgated under the Exchange Act with regard respect to an Acquisition Proposal; provided, however, that if such disclosure constitutes a withdrawal or adverse amendment or modification by the Board of Directors of its approval or recommendation of this Agreement and the Merger, then Parent shall be entitled to the rights afforded to it in Sections 7.1(g) and 7.2(b). (c) The Company Third Party shall notify Parent as soon as practicable in writing if it receives any Acquisition OfferProposal or any requests for information, discussions or negotiations from any third party relating to an Acquisition Transaction. Such notice to Parent shall include the identity of such third party and the material terms and conditions of any such Acquisition Proposal or request, to the extent known. The Company shall thereafter keep Parent informed, on a current basis, of the status and terms of any such Acquisition Proposal or request and the status of any discussions or negotiations with such third party related thereto. The Company will concurrently provide to Parent any information that it provides or makes available to any third party pursuant to this Section 4.2. (d) The Company shall not release agrees that it will immediately cease and cause to be terminated any third party fromexisting activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Transaction. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 4.2(d) of the obligations undertaken in Section 4.2(a) and in the Confidentiality Agreement. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries. (e) As used in this Agreement, the term (i) "ACQUISITION TRANSACTION" means (other than the Merger) (A) a merger, consolidation, share exchange or other business combination, reorganization, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving the Company or any of its Subsidiaries; (B) acquisition in any manner, directly or indirectly, of more than 15% of the outstanding voting securities of, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has madeother equity interests in, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless more than 15% of the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d)assets of, the Company need not refuse a request from or any person who has signed a standstill agreement with of its Subsidiaries, in any single or multi-step transaction or series of related transactions; or (C) the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines acquisition in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.any

No Shopping. (a) From the date hereof until the Effective Time, the The Company and its Subsidiaries will not, and will not permit any officeruse its reasonable best efforts to ensure that its officers, directordirectors, financial adviseremployees, or investment bankers, attorneys, accountants and other agent or representative of the Company and its Subsidiariesagents do not, directly or indirectly, to: : (i) initiate, solicit or encourage, or take any action to seekfacilitate the making of, initiate or solicit any offer from or proposal which constitutes or is reasonably likely to lead to any person Takeover Proposal, (ii) enter into any agreement with respect to any Takeover Proposal, or group (iii) in the event of an unsolicited written Takeover Proposal for the Company engage in negotiations or discussions with, or provide any information or data to, any Person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to acquire any shares of capital stock of Takeover Proposal; PROVIDED HOWEVER, that nothing contained in this Section 5.3 or any other provision hereof shall prohibit the Company or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiaries, or to otherwise acquire, except Company's Board from (i) taking and disclosing to the extent not prohibited Company's stockholders or position with respect to tender or exchange offer by Section 5.03, any significant portion of a third party pursuant to Rules 14D-9 and 14e2 promulgated under the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or Exchange Act or (ii) making such disclosure to the Company's stockholders as, in the good faith judgment of the Board after receiving advice from outside counsel, is required under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, the Company may furnish information concerning its business, properties or assets to any Person pursuant to appropriate confidentiality agreements, and may negotiate and participate in discussions and negotiations with such Person concerning a Takeover Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Board determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and which is not conditioned upon obtaining additional financing and (y) in the opinion of the Board of Directors of the Company, only after receipt of advice from outside legal counsel to the Company, the failure to provide such information or access or to engage in such discussions or negotiations would create a reasonable possibility of a breach of the fiduciary duties of the Board of Directors to the Company's shareholders under applicable law (a Takeover Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). The Company shall within two business days following receipt of a Superior Proposal notify Parent of the receipt of the same. The Company shall promptly provide to Parent any material nonpublic information regarding the Company provided to any other party which was not previously provided to Parent. At any time after two business days following notification to Parent of the Company's intent to do so (which notification shall include the identity of the bidder and the material terms and conditions of the proposal) and if the Company has otherwise complied with the terms of this Section 5.3(b), the Board of Directors may terminate this Agreement pursuant to clause (ii) of Section 8.1(f) and enter into an agreement with respect to a Superior Proposal, PROVIDED that the Company Third Party Acquisition Offer shall, concurrently with entering into such agreement, pay or cause to acquirebe paid to Parent the Termination Fee (as defined in Section 8.2(b) hereof), by tender offerplus any amount payable at the time for reimbursement of expenses pursuant to Section 8.2(b) hereof. (c) Except as set forth in Section 5.3(b), merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent neither the Board of Directors of the Company nor any committee thereof shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions (i) withdraw or negotiations concerning a Company Third Party Acquisition Offer with any person or groupmodify, or disclose financial information relating propose to withdraw or modify, in a manner adverse to Parent or the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or groupPurchaser, the Company's approval or recommendation by such Board of Directors shall receive from or any such person an executed confidentiality and standstill agreement that is no less favorable to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment committee of the Company's Board of DirectorsOffer, is reasonably capable of being obtained by this Agreement or the third party Merger, (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (bii) In addition approve or recommend or propose to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer approve or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision ofrecommend, any standstill agreement to which it is a party Acquisition Proposal or (iii) enter into any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company respect to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota lawany Takeover Proposal. ARTICLE VI.

No Shopping. (a) From the date hereof until the Effective Time, The Company represents and warrants to and covenants and agrees with Parent and Merger Sub that neither the Company and its Subsidiaries will not, and will not permit nor any officer, director, financial adviser, or other agent or representative of the Company and its SubsidiariesSubsidiaries has any agreement, arrangement or understanding with any potential acquiror that, directly or indirectly, to:would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. (ib) take The Company shall, and shall cause its Subsidiaries and its and their officers, employees, investment bankers, attorneys and other agents and representatives to, immediately cease any action existing discussions or negotiations with any Person other than Parent and Merger Sub (a "Third Party") heretofore ----------- conducted with respect to seekany Company Acquisition Proposal (as defined below). The Company shall not, initiate and shall cause its Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys and other agents and representatives not to, directly or solicit indirectly (x) solicit, initiate, continue, facilitate or encourage (including by way of furnishing or disclosing non-public information) any offer inquiries, proposals or offers from any person Third Party with respect to, or group that could reasonably be expected to acquire lead to, any shares acquisition or purchase of capital stock a material portion of the assets or business or a 25% or more voting equity interest in (including by way of a tender offer) or any amalgamation, merger, consolidation or business combination with, or any recapitalization or restructuring, or any similar transaction involving, the Company or any of its SubsidiariesSubsidiaries (the foregoing being referred to as a "Company Acquisition Proposal") or (y) negotiate, explore or otherwise ---------------------------- communicate in any way with any Third Party with respect to merge any Company Acquisition Proposal, or consolidate enter into, approve or recommend any agreement, arrangement or understanding requiring the Company to abandon or fail to consummate the Merger or any other transaction contemplated hereby. (c) Notwithstanding anything to the contrary in the foregoing clause (b), the Company may in response to an unsolicited written proposal with respect to a Company Acquisition Proposal, from a Third Party (i) furnish or disclose non-public information to such Third Party and (ii) negotiate, explore or otherwise communicate with such Third Party, in each case only if (A) the Board of Directors of the Company by majority vote determines in good faith upon considering the advice of outside counsel that failing to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company under applicable law (the Company Acquisition Proposal meeting the requirements of this clause (A), a "Superior Proposal"), (B) prior to ----------------- furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, such Third Party, the Company receives from such Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement between the Company and Parent (the "Confidentiality --------------- Agreement"), but which confidentiality agreement shall not provide for any --------- exclusive right to negotiate with the Company or any of its Subsidiaries, or to otherwise acquire, except to the extent not prohibited payments by Section 5.03, any significant portion of the assets of the Company and (C) the Company advises Parent and Merger Sub of all such non-public information delivered to such Third Party concurrently with such delivery; provided however, that the Company shall not, and shall cause its SubsidiariesAffiliates not to, taken as whole (enter into a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) definitive agreement with respect to a Superior Proposal unless (w) the Company Third Party Acquisition Offer has given Parent and Merger Sub five business days notice of its intention to acquireenter into such definitive agreement, by tender offer(x) if Parent and Merger Sub make a counter-proposal within such five business day period, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine have determined, in light of any such counter-proposal, that the good faith exercise of its fiduciary duties after consultation with its outside legal counselThird Party's proposal is still a Superior Proposal, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to (y) the Company or concurrently terminates this Agreement in accordance with the terms hereof and pays any of its Subsidiaries or termination fees required under Section 7.10 and agrees to pay any confidential or proprietary trade or business information relating to the business of ------------ other amounts required under such Section and (z) such agreement permits the Company or any of its Subsidiariesto terminate it if it receives a Superior Proposal, or afford access such termination and related provisions to the properties, books, or records of the Company or any of its Subsidiaries, or otherwise cooperate in any way with, any person or group that the Company has reason to believe is considering a Company Third Party Acquisition Offer; PROVIDED that (A) before furnishing such non-public information or access to such person or group, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is be on terms no less favorable to the Company than the Confidentiality Agreement dated November 7Company, 2000 between the Company including as to fees and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all information provided to such person or group shall be provided on a substantially concurrent basis to Buyerreimbursement of expenses, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be more favorable to the Company's shareholders than the Merger and for which financing, to the extent required, is committed or, in the good-faith judgment of the Company's Board of Directors, is reasonably capable of being obtained by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto). (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offeras those contained herein. (d) The Company shall not release promptly (but in any third party from, or waive any provision ofevent within one day of the Company becoming aware of same) advise Parent and Merger Sub of the receipt by the Company, any standstill agreement to which it is a party of its Subsidiaries or any confidentiality agreement between it and another person who has madeof its bankers, attorneys or who is reasonably likely other agents or representatives of any inquiries or proposals relating to make, a Company Third Party Acquisition Offer, unless the Company's Board Proposal and any actions taken pursuant to subsection (c) above. The Company shall promptly (but in any event within one day of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need becoming aware of same) provide Parent and Merger Sub with a copy of any such inquiry or proposal in writing and a written statement with respect to any such inquiries or proposals not refuse a request in writing, which statement shall include the identity of the parties making such inquiries or proposal and the material terms thereof. The Company shall, from time to time, promptly (but in any person who has signed a standstill agreement with event within one day of the Company becoming aware of same) inform Parent and Merger Sub of the status and content of and development with respect to make an any discussions regarding any Company Third Party Acquisition Offer to Proposal with a third party, including (i) the Chief Executive Officer or calling of meetings of the Board of Directors of the Company if to take action with respect to such Company Acquisition Proposal, (ii) the execution of any letters of intent, memoranda of understanding or similar non-binding agreements with respect to such Company Acquisition Proposal, (iii) the waiver of any standstill agreement to which the Company is or becomes a party, (iv) the determination by the Board of Directors determines of the Company to recommend to the stockholders of the Company that they approve or accept a Superior Proposal or withdraw or modify in good faitha manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger, after consultation (v) the determination by the Company to publicly disclose receipt of a Superior Proposal and (vi) the waiver by the Company of any confidentiality agreement with outside legal counsela Person proposing a Superior Proposal. For the avoidance of doubt, the Company agrees that it will not enter into any definitive agreement with respect to a Superior Proposal unless and until Parent and Merger Sub have been given notice of the identity of the party making such action is necessary for Superior Proposal, the Board of Directors terms thereof and developments referred to comply with its fiduciary duties in the preceding sentence and the intent to Company shareholders under Minnesota lawenter into such a definitive agreement at least five business days prior to the entering into such agreement.

No Shopping. (a) From the date hereof until Until the Effective TimeTime or the termination of this Agreement in accordance with its terms, the Company and its Subsidiaries will shall not, and will shall not authorize or permit any officerof its officers, directordirectors, agents, financial adviseradvisers, attorneys, accountants or other agent or representative of the Company and its Subsidiariesrepresentatives to, directly or indirectly, to: (i) take any action to seeksolicit, initiate or solicit any offer encourage submission of proposals or offers from any person (other than Parent or group to acquire any shares of capital stock of the Company Sub or any of its Subsidiaries, to merge or consolidate with the Company or any of its Subsidiariestheir affiliates) relating to, or that could reasonably be expected to otherwise acquirelead to, except a Business Combination or participate in any negotiations or discussions regarding, or furnish to the extent not prohibited by Section 5.03, any significant portion of the assets of the Company and its Subsidiaries, taken as whole (a "COMPANY THIRD PARTY ACQUISITION OFFER"), or (ii) other person any information with respect to a Company Third Party Acquisition Offer to acquire, by tender offer, merger, acquisition of assets or otherwise, 40% or more of the Outstanding Shares or assets of the Company, except to the extent the Board of Directors of the Company shall otherwise determine in the good faith exercise of its fiduciary duties after consultation with its outside legal counsel, engage in discussions or negotiations concerning a Company Third Party Acquisition Offer with any person or group, or disclose financial information relating to the Company or any of its Subsidiaries or any confidential or proprietary trade or business information relating to the business of the Company or any of its Subsidiaries, or afford access to the properties, books, or records of the Company or any of its Subsidiariesto, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or group seek a Business Combination, other than to advise such person of the existence and content of this Section 5.02; provided, however, that the Company has reason may, in response to believe an unsolicited written proposal from a third party with respect to a Business Combination that the Company Board determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel, is considering a Superior Proposal, (i) furnish access and information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if the Company Third Party Acquisition Offer; PROVIDED Board determines, in its good faith judgment after consultation with its outside legal counsel, that failing to take such action would constitute a breach of the fiduciary duties of the Company Board under applicable Law and (Aii) before take and disclose to the Company's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rules 14d-9 and 14e-2 under the Exchange Act. Prior to furnishing such any non-public information to, entering into negotiations with, or access to accepting a Superior Proposal from, such person or groupthird party, the Company's Board of Directors shall receive from such person an executed confidentiality and standstill agreement that is no less favorable Company will (x) provide prompt notice to Parent to the Company than the Confidentiality Agreement dated November 7, 2000 between the Company and Buyer (the "COMPANY CONFIDENTIALITY AGREEMENT") and all effect that it is furnishing information provided to such person or group shall be provided on a substantially concurrent basis to Buyer, and (B) before entering into discussions or negotiations with such person or group, the Company's Board of Directors determines third party and (y) receive from such third party an executed confidentiality agreement in good faith, after consultation with its outside legal counsel and financial adviser, that such Company Third Party Acquisition Offer is reasonably likely to be customary form on terms not more favorable to the Company's shareholders such third party than the Merger and for which financing, to the extent required, is committed or, terms contained in the good-faith judgment of Letter Agreement, dated February 25, 2002, between the Company's Board of DirectorsCompany and Parent (the "Confidentiality Agreement"). The Company will immediately cease and cause to be terminated any existing solicitation, is reasonably capable of being obtained initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by the third party (a "COMPANY SUPERIOR THIRD PARTY ACQUISITION OFFER"). (b) In addition to the obligations of the Company set forth above, the Company promptly shall advise Buyer orally and in writing of any Company Third Party Acquisition Offer or any inquiry or request for information that the Company reasonably believes could lead of its representatives with respect to or contemplates a Company Third Party Acquisition Offer and the terms and conditions thereof, but need not disclose the identity of the offeror or person making the request or inquiry, and the Company shall keep Buyer informed in all material respects of the status and details thereof (including changes or amendments thereto)any Business Combination. (c) Nothing in this Section 7.02 shall operate to hinder or prevent the Company from fully complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Company Third Party Acquisition Offer. (d) The Company shall not release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who is reasonably likely to make, a Company Third Party Acquisition Offer, unless the Company's Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law. Notwithstanding anything stated in this Section 7.02(d), the Company need not refuse a request from any person who has signed a standstill agreement with the Company to make an Company Third Party Acquisition Offer to the Chief Executive Officer or the Board of Directors of the Company if the Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary for the Board of Directors to comply with its fiduciary duties to Company shareholders under Minnesota law.