EXHIBIT 3 SECURITY AGREEMENT - PARENT AGREEMENT made as of this 1st day of May, 2001, by Select Comfort Corporation, a Minnesota corporation (hereinafter called "Debtor"), in favor of St. Paul Venture Capital VI, LLC, a Delaware limited liability...Security Agreement • May 4th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
GUARANTYGuaranty • May 4th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
EXHIBIT 5 May 1, 2001 St. Paul Venture Capital VI, LLC 10400 Viking Drive, Suite 550 Eden Prairie, Minnesota 55344 Re: Select Comfort Corporation Ladies and Gentlemen: This letter will serve to confirm our agreement and understanding with you that...Voting Agreement • May 4th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
This letter will serve to confirm our agreement and understanding with you that each of the undersigned agrees on behalf of itself and its heirs, beneficiaries, successors or assigns, to vote, or to cause its respective Transferees (as defined below) to vote, at the next annual or special meeting of shareholders of Select Comfort Corporation (the "Company") all shares of the Company's common stock now owned or hereafter acquired of record or beneficially by the undersigned, or its Transferees, as the case may be (collectively, the "Shares"), in favor of the proposal to approve the issuance of up to $12 million principal amount of convertible debentures, convertible at any time at the option of the holders into shares of the Company's common stock, and warrants to purchase shares of the Company's common stock, for purposes of Rule 4350 of the National Association of Securities Dealers, Inc. (the "Nasdaq Proposal"). As used herein, "Transferee" shall mean any person or entity to whom any
