AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2004 BY AND AMONG BLACK BOX CORPORATION, SF ACQUISITION CO. AND NORSTAN, INC.Merger Agreement • December 23rd, 2004 • Black Box Corp • Computer communications equipment • Pennsylvania
This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 20th day of December, 2004, by and among Norstan, Inc., a Minnesota corporation (the “Company”), Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).
STOCK OPTION AGREEMENTStock Option Agreement • December 23rd, 2004 • Black Box Corp • Computer communications equipment • Pennsylvania
This Stock Option Agreement is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (“Parent”), SF Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Acquisition Co.”), and Norstan, Inc., a Minnesota corporation (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 23rd, 2004 • Black Box Corp • Computer communications equipment • Pennsylvania
This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (the “Parent”), SF Acquisition Co., a Minnesota corporation and a direct wholly-owned subsidiary of Parent (the “Acquisition Co.”), and certain shareholders and the executive officers and directors of Norstan, Inc., a Minnesota corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Shareholder” and, collectively, the “Shareholders”).
