0001047469-10-002624 Sample Contracts

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • March 23rd, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 10, 2010, among AGRICORE UNITED HOLDINGS INC., a Delaware corporation (“Parent”), BLUEBIRD ACQUISITION CORPORATION, a North Dakota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation (the “Company”).

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RECIPROCAL CONFIDENTIALITY AGREEMENT THIS AGREEMENT made the 20th day of May, 2009. BETWEEN: VITERRA INC. AND DAKOTA GROWERS PASTA COMPANY, INC.
Reciprocal Confidentiality Agreement • March 23rd, 2010 • Dakota Growers Pasta Co Inc • Miscellaneous food preparations & kindred products • Saskatchewan

WHEREAS the parties hereto (individually, a “Party”, collectively, the “Parties” and in each case, including their respective Representatives (as hereinafter defined)) have agreed to disclose certain Confidential Information to each other for the purpose of assessing possible business transactions (the “Project”);

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