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 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • 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 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • 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 30th, 2004 • Norstan Inc • Services-telephone interconnect systems • 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 30th, 2004 • Norstan Inc • Services-telephone interconnect systems
This Agreement, dated as of this 30th day of December, 2004, may be executed in one or more counterparts by each of the undersigned and each of which, taken together, shall constitute one and the same instrument.
