Common use of Offer Documents Clause in Contracts

Offer Documents. (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable Acquiror shall prepare and on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that promptly thereafter shall mail the Offer Documents will comply to the holders of the Company Ordinary Shares as required by applicable Legal Requirements. The Company shall co-operate with Acquiror in all material respects connection with the Exchange Act preparation and filing of the Offer Documents with the SEC, SIC, Court or any other applicable laws and will contain (or will be amended Governmental Entity in a timely manner so as relation to contain) all information which is required to be included therein in accordance with the Exchange Act Offer and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty Company shall promptly provide to Acquiror such information concerning the Company as may be required or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Acquiror for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")or any amendments or supplements thereto. No representation, warranty or covenant is made or will be made herein by The Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than of the Recommendation of the Company Supplied Information. (b) Parent, Purchaser Board of Directors. Each of Acquiror and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally respect. Acquiror shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC SEC, SIC, Court or other applicable Governmental Entity and the Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of Company Ordinary Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting Acquiror shall promptly notify the OfferCompany upon the receipt of any comments from the SEC, Parent SIC, Court or any other Governmental Entity (or their staffs) or any request from the SEC, SIC, Court or any other Governmental Entity or (their staffs) for amendments or supplements to the Offer Documents, and Purchaser will comply in shall provide the Company with copies of all material respects with correspondence between Acquiror and its respective Representatives, on the provisions one hand, and the SEC, SIC, Court or any other Governmental Entity or (their staffs), on the other hand. Acquiror shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Exchange Act SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect to the Offer Documents, and other applicable laws. Parent and Purchaser will afford Acquiror shall provide the Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the Offer DocumentsSEC, including SIC, Court or any amendments thereto, prior other Governmental Entity or (their staffs). Prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in (or any amendment or supplement thereto) or the registration statement relating dissemination thereof to the Offer required holders of Company Ordinary Shares, or responding to be filed pursuant to Chapter 80B any comments of the Minnesota Statutes SEC, SIC, Court or any other Governmental Entity or (their staffs) with respect thereto, Acquiror shall provide the Company a reasonable opportunity to the extent review and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutesto propose comments on such document or response.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which will contain an offer and (ii) cause the Offer to purchase Purchase and related letter documents to be disseminated to holders of transmittal Shares as and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly or on behalf of the Acquired Corporations for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offerinclusion of the Company Board Recommendation in the Offer Documents, provided that there has not been a Company Adverse Change Recommendation in compliance with Section 6.1(b). The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which will contain an and the related offer to purchase and related purchase, letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with and including any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that (ii) cause the Offer Documents will to be disseminated to the Company’s stockholders as and to the extent required by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Each of Parent and Merger Sub shall cause the Offer Documents to (A) comply in all material respects with the Exchange Act and any other applicable laws Securities Laws and will (B) not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representationthe foregoing shall not apply to any information contained or incorporated by reference in any Offer Document that was furnished or provided by the Company. The Company agrees to furnish promptly to Parent all information concerning the Company required by the Securities Laws to be set forth in the Offer Documents. Subject to Section 5.6, warranty or covenant the Company hereby is made or will be made by Parent or Purchaser with respect consents to information supplied by Company in writing expressly for the inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")of the Company Board Recommendation. No representation, warranty Each party agrees to correct or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each supplement promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect or such amendment or supplement shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Purchaser will jointly and severally Merger Sub further agree to take all lawful action steps necessary to cause the Offer Documents Schedule TO, as so corrected amended or supplemented, to be filed promptly with the SEC and the Offer Documents, as so amended or supplemented, to be disseminated to the ShareholdersCompany’s stockholders, in each case case, as and to the extent required by applicable lawthe Securities Laws. In conducting Unless the OfferCompany Board has effected a Company Adverse Recommendation Change, Parent and Purchaser will comply in all material respects with provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including and any amendments or supplements thereto, prior before they are filed with the SEC and disseminated to the filing thereof Company’s stockholders, and Parent shall give good faith consideration to all the reasonable additions, deletions or changes suggested thereto by the Company. Parent shall respond as promptly as reasonably practicable to any comments received from the SEC with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating provide copies of such comments to the Offer required to be filed pursuant to Chapter 80B Company promptly upon receipt and provide copies of the Minnesota Statutes proposed responses to the extent Company a reasonable time prior to filing with the SEC and within dissemination to the time period required Company’s stockholders to allow the Company a reasonable opportunity to review and comment, and Parent shall give good faith consideration to all reasonable additions, deletions or changes suggested thereto by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesCompany.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent --------------- Richfood and Purchaser will Merger Subsidiary shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal (such Schedule 14D-1, letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelymade, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent ) and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawsLaw, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable Law; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty agreement or covenant representation is hereby is made or will shall -------- ------- be made by Parent Richfood or Purchaser Merger Subsidiary with respect to information supplied by Company Dart in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationin, warranty or covenant is made or will be made herein by Company with respect to Dart information contained in, derived from the Dart Group SEC Reports which is included or incorporated by reference intoin, the Offer Documents other than Company Supplied Information. (b) ParentDocuments. Richfood, Purchaser Merger Subsidiary and Company will Dart each agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally Merger Subsidiary further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Dart Common Stock, in each case as and to the extent required by applicable lawLaw. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company Dart and its counsel a reasonable shall be given the opportunity to review and comment on upon the Offer Documents, including any amendments thereto, Documents to be filed with the SEC prior to any such filing. In addition, Richfood and Merger Subsidiary agree to provide Dart and its counsel in writing with any comments or other communications that Richfood, Merger Subsidiary or their counsel may receive from time to time from the filing thereof SEC or its staff with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after the receipt of the Minnesota Statutessuch comments or other communications. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will shall: (a) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Offer, which will shall contain or shall incorporate by reference an offer to purchase and forms of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which form of summary advertisement (the Schedule TO, the Offer will be made (collectivelyand such other documents, together with any all exhibits, amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”), and (b) cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. Parent and Purchaser represent, warrant and covenant that shall cause the Offer Documents will (i) to comply as to form in all material respects with the Exchange Act and any other requirements of applicable U.S. federal securities laws and will contain (or will be amended in a timely manner so as to containii) all information which is required to be included therein in accordance on the date first filed with the Exchange Act SEC and on the rules and regulations thereunder and other applicable laws; PROVIDEDdate first published, HOWEVERsent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly specifically for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representationThe Company shall promptly supply Parent and Purchaser in writing, warranty or covenant is made or will be made herein by Company with respect to for inclusion in the Offer Documents, all information contained in, or incorporated by reference intoconcerning the Company, the Company’s Subsidiaries or the Company’s stockholders that may be required under the Exchange Act to be included in the Offer Documents other than Company Supplied Information. (b) Documents. Each of Parent, Purchaser and the Company will each agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent it shall have obtained knowledge that it becomes such information shall have become false or misleading in any material respect respect, and each of Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) SEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota shall use reasonable best efforts to respond to any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutessuch comments promptly after they are received. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which will with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any all amendments, supplements or amendments and exhibits thereto, the "OFFER DOCUMENTS"“Offer Documents”). The Company shall promptly furnish to Parent in writing all information concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser represent, warrant and covenant that Merger Sub shall cause the Offer Documents will (i) to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities Laws and (ii) to comply as to form in all material respects with the requirements of Exchange Act and any other Act, the applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder of the New York Stock Exchange and all other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant Laws. The Company hereby is made or will be made by Parent or Purchaser with respect consents to information supplied by Company in writing expressly for the inclusion in the Offer Documents of the Fairness Opinion and all other material disclosures relating to the Financial Advisor ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or including the fees and other consideration that the Financial Advisor will be made herein by Company with respect to information contained in, or incorporated by reference into, receive upon consummation of the Offer Documents and the Merger) that are required by applicable Federal Securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other than Company Supplied Information. (b) Parenthand, Purchaser and Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes shall be or shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally take all lawful action necessary to Merger Sub shall cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of the ShareholdersShares, in each case case, as and to the extent required by applicable lawfederal securities Laws. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents, including any amendments thereto, prior to the filing thereof Documents before they are filed with the SEC. (c) SEC and disseminated to holders of Shares, and Parent and Purchaser will file Merger Sub shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Merger Sub or their counsel may receive from time to time from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required Documents promptly after the receipt of such comments, to be filed pursuant consult with the Company and its counsel prior to Chapter 80B responding to any such comments and to provide the Company with copies of the Minnesota Statutesall such written responses (or if oral responses, summaries thereof). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on Schedule 14D-9; Proxy Statement. ------------------------------------------------ Neither the date of commencement Offer Documents, nor any of the Offerinformation provided or to be provided by Parent or Acquisition Sub or their auditors, Parent attorneys, financial advisors or other consultants or advisors specifically for use in the Schedule 14D-9 and Purchaser will file or cause any other documents to be filed with the SEC a Tender in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on the respective dates the Offer Statement on Schedule TO (together with all amendments and supplements theretoDocuments, the "SCHEDULE TO") which will contain an offer Schedule 14D- 9 and any other documents to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which be filed with the Offer will be made (collectively, SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects thereto are filed with the Exchange Act and SEC or on the date first published, sent or given to the Company's stockholders, as the case may be, contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading. Notwithstanding the foregoing, that no representation, neither Parent nor Acquisition Sub makes any representation or warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them the Company or by its auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents if and Documents. None of the information provided by Parent or Acquisition Sub or by their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Proxy Statement shall, at the time filed with the SEC, at the time mailed to the extent that it becomes false Company's stockholders, at the time of the Stockholders' Meeting or misleading in at the Effective Time, contain any untrue statement of a material fact or omit to state any material respect and Parent and Purchaser will jointly and severally take all lawful action fact required to be stated therein or necessary in order to cause make the statements therein in light of the circumstances under which they are made, not misleading. The Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply as to form in all material respects with the provisions of the Exchange Act and other applicable laws. Parent the rules and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SECregulations thereunder. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Shares. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to Legal Requirements. The information supplied by Company in writing expressly for inclusion contained in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationDocuments, warranty as of such Offer Document’s respective date, shall not be false or covenant is made or will be made herein by Company with respect to information contained inmisleading in any material respect, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) and each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required under applicable Legal Requirements and/or in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. SEC (c) and Parent and Purchaser will file shall consider any such comments in good faith). Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments of the Shareholders SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase and Purchase, form of the related letter of transmittal and other ancillary Offer documents summary advertisement, (ii) make all deliveries, mailings and instruments pursuant to which telephonic notices required by Rule 14d-3 under the Exchange Act and (iii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC to (x) comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to promptly cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company hereby consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent ) and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawslaw, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty agreement or covenant representation hereby is made or will shall be made by Parent or Purchaser Sub with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationin, warranty or covenant is made or will be made herein by Company with respect to Company information contained in, derived from the Company's public SEC filings that is included or incorporated by reference intoin, the Offer Documents other than Company Supplied Information. (b) Documents. Parent, Purchaser Sub and the Company will each agree promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement None of the OfferOffer Documents, Parent and any schedule required to --------------- be filed by Purchaser or Merger Sub with the SEC or any amendment or supplement thereto will file contain, at the respective times such documents are filed with the SEC or cause first published, sent or given to the Company's stockholders, any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by Purchaser or Merger Sub with respect to information supplied by the Company for inclusion in the Offer Documents, any schedule required to be filed with the SEC a Tender Offer Statement on or any amendment or supplement thereto. None of the information supplied by Purchaser or Merger Sub for inclusion or incorporation by reference in the Schedule TO (together with all amendments and supplements thereto14D-9 will, at the "SCHEDULE TO") which will contain an offer to purchase and related letter date of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects filing with the Exchange Act and SEC, contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in the rules and regulations thereunder and other applicable laws; PROVIDEDlight of the circumstances under which they were made, HOWEVER, that no representation, warranty not misleading. If at any time prior to the Effective Time either Purchaser or covenant hereby is made or will be made by Parent or Purchaser Merger Sub shall obtain knowledge of any facts with respect to information supplied by Company itself, any of its officers or directors or any of its Subsidiaries that would require the supplement or amendment to any of the foregoing documents in writing expressly for inclusion order to make the statements therein, in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationlight of the circumstances under which they were made, warranty or covenant is made or will be made herein by Company with respect to information contained innot misleading, or incorporated by reference intoto comply with applicable laws, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each such amendment or supplement shall be promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be and, as required by law, disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions stockholders of the Exchange Act Company, and other applicable laws. Parent in the event the Company shall advise Purchaser or Merger Sub as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, Purchaser or Merger Sub shall promptly amend or supplement such document, and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof such amendment or supplement shall be promptly filed with the SEC. (c) Parent , and Purchaser will file with as required by law disseminated to the Commissioner of Commerce stockholders of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota StatutesCompany. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectivelydisseminated to holders of Shares, with any supplements or amendments theretoin each case, as and to the "OFFER DOCUMENTS")extent required by federal securities Laws. Parent and Purchaser representagree that they shall cause the Schedule TO and all amendments, warrant supplements and covenant that exhibits thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Laws. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, or to correct any material omissions therefrom, and Parent and Purchaser will jointly and severally further agrees to take all lawful action reasonable steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any substantive comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Documents promptly after receiving such comments. Parent and Purchaser will disseminate shall provide the Company and its counsel a reasonable opportunity to participate in the Shareholders formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Parent and Purchaser shall respond reasonably promptly to any comments of the SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on On the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser will Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include as exhibits an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). Parent , and Purchaser represent, warrant and covenant that promptly thereafter shall disseminate the Offer Documents will to all holders of Company Common Stock as and to the extent required by applicable U.S. federal securities Laws. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the Exchange Act requirements of applicable Laws. The Company and any other applicable laws Parent shall cooperate to cause the Schedule 14D-9 to be mailed or otherwise disseminated together with the Offer Documents to the holders of Company Common Stock. The Company shall promptly furnish to Parent and will contain (or will be amended in a timely manner so as to contain) Merger Sub all information which is concerning the Company and its Subsidiaries that may be required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other by applicable laws; PROVIDED, HOWEVER, that no representation, warranty U.S. federal securities Laws or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Merger Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by The Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than of the Recommendation of the Company Supplied Information. (b) Board. Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become inaccurate, false or misleading in any material respect and respect. Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and the Offer Documents, as so corrected, to be disseminated to the Shareholdersall holders of Company Common Stock, in each case as soon as reasonably practicable and as and to the extent required by applicable lawU.S. federal securities Laws. In conducting Except to the Offerextent related to a Takeover Proposal or an Adverse Recommendation Change occurring after the date hereof (including Parent’s or Merger Sub’s response thereto), (i) prior to the filing of the Offer Documents (including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, Parent and Purchaser will comply Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on such documents (and shall in all material respects with good faith give reasonable consideration to any such comments received from the provisions of the Exchange Act and other applicable laws. Company or its Representatives), (ii) Parent and Purchaser will afford Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all written correspondence, and telephonic notification of any material oral communications, between Parent, Merger Sub and their respective Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto, and (iii) Parent and Merger Sub shall reasonably consult with and provide the Company and its counsel a reasonable opportunity to review participate in the formulation of any written response to any such written comments of the SEC or its staff, including giving reasonable consideration in good faith to any comments provided by the Company or its Representatives on such response. Parent and comment on Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Offer Documents, including any amendments thereto, prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which will that shall contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Shares. Parent and Purchaser representshall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Legal Requirements. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and to correct any material omissions therefrom, and Parent further agrees to promptly respond to any comments (including oral comments) of the SEC or its staff and Purchaser will jointly and severally to promptly take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with any action contemplated by this Section 1.1(e). Except from and after a Company Adverse Change Recommendation, the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments (including oral comments) of the Shareholders SEC or its staff with respect to the Offer Documents or the Offer. Parent and information contained Purchaser shall provide the Company and its counsel a reasonable opportunity to participate in the registration statement relating formulation of any response to the Offer required to be filed pursuant to Chapter 80B any such comments of the Minnesota Statutes SEC or its staff and a reasonable opportunity to participate in any discussions with the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesSEC or its staff concerning such comments.

Offer Documents. (a) As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser will shall (a) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Offer, which will shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which form of summary advertisement (the Schedule TO, the Offer will be made (collectivelyto Purchase and such other documents, together with any all exhibits, amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). Parent and Purchaser represent, warrant and covenant that (b) cause the Offer Documents will to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities Laws, (c) deliver a copy of the Offer Documents to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) give telephonic notice to Nasdaq of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Offer Documents to Nasdaq in accordance with Rule 14d-3(a) promulgated under the Exchange Act. The Company shall promptly supply Parent in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act to be included in the Offer Documents. Parent agrees that it shall cause the Offer Documents filed by Parent with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by legal requirements. Each of Parent or Purchaser with respect and the Company agrees to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct (i) any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and (ii) any material omissions therefrom, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities Law, the SEC or its staff or Nasdaq. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) SEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and Purchaser will file its counsel. Parent shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the Commissioner of Commerce of SEC or its staff concerning such comments. In addition, ▇▇▇▇▇▇ agrees to provide the State of Minnesota Company and its counsel any registration statement relating comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer required Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to be filed pursuant review and comment upon such responses and Parent shall give due consideration to Chapter 80B of all reasonable additions, deletions or changes suggested thereto by the Minnesota StatutesCompany and its counsel. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together “Schedule TO”) with all amendments and supplements theretorespect to the Offer, the "SCHEDULE TO") which will shall contain an offer to purchase and a related letter of transmittal and other ancillary Offer documents (such Schedule TO and instruments the documents included therein pursuant to which the Offer will be made (collectivelymade, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The Company shall promptly furnish to Parent and Purchaser represent, warrant and covenant that Merger Sub all information concerning the Offer Documents will comply in all material respects with Company required by the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion set forth in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided supplied by them it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and each of Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and to be disseminated to the ShareholdersStockholders, in each case as and to the extent required by applicable lawLaws. In conducting Parent and Merger Sub shall promptly notify the OfferCompany upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, and shall use its reasonable best efforts to give the Company the opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Purchaser will comply in all material respects with Merger Sub shall provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (including the Offer Documentsproposed final version thereof), including any amendments thereto, prior to the filing thereof with the SEC. (c) and Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota Merger Sub shall give reasonable consideration to any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectivelydisseminated to holders of Shares, with any supplements or amendments thereto, in each case as and to the "OFFER DOCUMENTS")extent required by applicable federal securities laws. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Laws. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally take further agrees to use all lawful action necessary reasonable efforts to cause the Offer Documents as so corrected to be promptly filed promptly with the SEC and to be promptly disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish in writing to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required under applicable Laws and/or in all material respects connection with any action contemplated by this Section 1.1(e), including communicating the provisions Offer to the record and beneficial holders of the Exchange Act and other applicable lawsShares, or that is reasonably requested by Parent or Purchaser for inclusion in the Offer Documents. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments of the Shareholders SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE Schedule TO") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Company will promptly supply to Parent and Purchaser representin writing, warrant for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and covenant that the rules and regulations thereunder to be included in the Offer Documents. (b) The Offer Documents will comply in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby representation is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect Each of Parent and Purchaser further agrees to information contained in, or incorporated by reference into, take all steps necessary to cause the Offer Documents other than Company Supplied Information. (b) to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company will each shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes such information shall be or have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case holders of Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after the receipt of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that promptly thereafter shall cause the Offer Documents will comply in all material respects with to be disseminated to the Exchange Act Company Stockholders as and any other applicable laws to the extent required by Applicable Law. The Company shall promptly furnish to Parent and will contain (or will be amended in a timely manner so as to contain) Merger Sub all information which is concerning the Company that may be required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other by applicable laws; PROVIDED, HOWEVER, that no representation, warranty securities laws or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Merger Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representationExcept as expressly contemplated by this Agreement, warranty or covenant is made or will be made herein by the Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than Company Supplied Information. (b) of the Recommendation. Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and respect. Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable lawApplicable Law. In conducting Parent and Merger Sub shall promptly notify the OfferCompany upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Merger Sub and their respective representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Purchaser will comply in all material respects with Merger Sub shall provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the such Offer DocumentsDocuments or response, including any amendments thereto, prior to the filing thereof with the SEC. (c) and Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota Merger Sub shall give reasonable consideration to any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall: (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO promulgated under Section 14(d)(1) of the Exchange Act (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE Schedule TO") with respect to the Offer, which will shall contain an offer the Offer to purchase Purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent , and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will shall (1) contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawslaw and (2) conform in all material respects with the requirements of the Exchange Act and any other applicable law, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED(ii) deliver a copy of the Schedule TO to the Company at its principal executive office; (iii) give telephonic notice and mail to the National Association of Securities Dealers, HOWEVER, that no representation, warranty Inc. (the "NASD") a copy of the Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act; (iv) publish a summary advertisement of the Offer in the Wall Street Journal or covenant hereby is made similar daily newspaper with national circulation; and (v) mail or will cause to be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in mailed the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by to the holders of the Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied InformationCommon Stock. (b) Parent, Purchaser Merger Sub and the Company will each agree promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior hereby consents to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders inclusion in the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent recommendation and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B approval of the Minnesota Statutes.Company Board of Directors referred to in clause (a)(i)(z) of the first sentence of Section

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and which Purchaser representrepresents, warrant warrants and covenant that the Offer Documents covenants will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company’s public SEC filings which is incorporated by reference or included in, the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No such supplied, derived, incorporated or included information, the “Company SEC Information”) and (ii) no representation, warranty or covenant is made or will be made herein or in Schedule TO by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Purchaser within a reasonable time prior to the filing thereof with the SEC for review and comment by Purchaser and its counsel. (b) Parent, Purchaser and the Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable lawLaw. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable lawsLaws. Parent and Purchaser will afford allow the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file agree to reasonably cooperate with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained Company in the registration statement relating coordination of all filings by the Company, Parent or Purchaser with the SEC related to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutesthis Agreement.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO"”) which will that shall contain an or incorporate by reference the related offer to purchase and related purchase, form of letter of transmittal transmittal, summary advertisement, if any, and other ancillary Offer documents and instruments required pursuant to Section 14(d) of the Exchange Act or Regulation 14D, as applicable, pursuant to which the Offer will be made (collectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS")“Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent Table of Contents required by applicable U.S. federal securities laws. The Company shall promptly furnish to Parent and Merger Sub and their legal counsel the information relating to the Company required by the Exchange Act to be set forth in the Schedule TO and the Offer Documents. Parent and Purchaser represent, warrant and covenant Merger Sub shall use their respective reasonable best efforts to ensure that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made promulgated by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")SEC under the Exchange Act. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each agrees promptly to correct any information provided by them it or on its behalf for use in the Schedule TO and the Offer Documents if and to the extent that it becomes such information shall have become (or shall have become known to be) false or misleading in any material respect and respect. In the event that any such correction is required, Parent and Purchaser will jointly and severally take all lawful action necessary Merger Sub shall use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and case, to the extent required by applicable lawU.S. federal securities laws or the rules and regulations of NYSE. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and any Offer DocumentsDocument each time before such document or any amendment thereto is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its legal counsel. Parent and Merger Sub shall provide the Company and its legal counsel with (i) any comments or other communications, whether written or oral, that the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or any Offer Document promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in Parent’s and Merger Sub’s response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give the Company and its legal counsel the opportunity to participate with Parent, Merger Sub and their legal counsel in any amendments thereto, prior to the filing thereof substantive discussions or meetings with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14d-2), but no later than fifteen (15) Business Days after the date of this Agreement unless the Company is not then prepared to file with the SEC the Schedule 14D-9 in accordance with Section 2.02(b), Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretorespect to the Offer, the "SCHEDULE TO") which will Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal transmittal, summary advertisement, notice of guaranteed delivery and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and documents, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Purchaser represent, warrant and covenant that Merger Sub shall cause the Offer Documents will to comply in all material respects with the Exchange Act requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser Merger Sub with respect to information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information is or shall have become false or misleading in any material respect respect, and each of Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawApplicable Law. In conducting The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer, Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Purchaser will comply in all material respects with Merger Sub shall give reasonable and good faith consideration to any comments made by the provisions of the Exchange Act Company and other applicable lawsits counsel. Parent and Purchaser will afford Merger Sub shall (i) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment on upon the Offer Documents, including responses to any amendments thereto, such comments and a copy of any proposed written responses thereto prior to the filing thereof with thereof, and (iii) give reasonable and good faith consideration to any comments made by the SEC. (c) Company and its counsel on any such responses. Parent and Purchaser will file with the Commissioner of Commerce Merger Sub shall respond promptly to any comments of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B of the Minnesota StatutesDocuments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly The Offeror shall provide the Company with a draft copy of the Offer Circular as practicable well as any other documents in connection with the Offer to be mailed to Shareholders and Optionholders on or after the date hereof (including any notices of commencement of change or variation), prior to the Offermailing thereof (collectively, Parent the “Offer Documents”), on a confidential basis, and Purchaser will shall provide the Company with a reasonable opportunity to review and provide comments thereon. The Offeror shall file or cause to be the Offer Documents on a timely basis with the Regulatory Authorities. The Offer Documents, when filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments Regulatory Authorities and supplements theretomailed to the Shareholders, the "SCHEDULE TO") which will shall contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with any applicable law, including, without limitation, all Applicable Corporate Laws and all Applicable Securities Laws, and shall in all material respects comply with the Exchange Act requirements of applicable law, including all Applicable Corporate Laws and all Applicable Securities Laws. In making the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference intoOffer, the Offer Documents other than Company Supplied Information. (b) ParentOfferor has complied prior to the date hereof, Purchaser and Company will shall continue to comply, in each case in all material respects, with the provisions of applicable law, including all Applicable Securities Laws. The Offeror agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes is shall become false or and misleading and to supplement the information contained therein to include any information that shall become necessary, in any material respect order to make the statement therein, in light of the circumstances under which they were made, not misleading, and Parent and Purchaser will jointly and severally the Offeror shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected or supplemented, to be filed promptly with the SEC all applicable Regulatory Authorities and to be disseminated to the Shareholders, in each case as and to the extent required by any Applicable Corporate Law or Applicable Securities Law. The Acquiror and the Offeror shall provide the Company copies of any written comments and telephone notification of any oral comments that Acquiror, the Offeror or their counsel receives from any applicable lawRegulatory Authority with respect to the Offer Documents promptly after receipt of such comments. In conducting The Offeror shall use its commercially reasonable efforts to respond to such comments promptly, shall provide the Offer, Parent and Purchaser will comply in all material respects Company with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review participate in all communications with any applicable Regulatory Authority, including meetings and comment on telephone conferences, relating to the Offer Documents, including and shall provide the Company copies of any amendments thereto, prior to written responses and telephone notification of any verbal responses by the filing thereof with the SECOfferor or its counsel. (cb) Parent and Purchaser will file The Company shall promptly provide the Offeror with the Commissioner of Commerce a list of the State Shareholders and will provide updated lists of Minnesota any registration statement relating such Shareholders from time to time on request. The Company will provide such assistance as the Offeror or its agents may reasonably request, including communicating the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate any amendments and supplements thereto to the Shareholders (including participating with the Offer Documents and information contained Offeror in the registration statement relating joint investor presentations), meetings with lenders to the Offer required Company and its Subsidiaries and meetings with parties to be filed pursuant to Chapter 80B of contracts with the Minnesota Statutes Company and its Subsidiaries, and promptly providing (i) to the extent and within known by the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B Company, lists of the Minnesota Statutesbeneficial Shareholders, (ii) lists of the holders of the Company’s outstanding options or any other securities convertible or exercisable to acquire Common Shares (in the case of options, together with details as to expiry dates, exercise prices and number of Common Shares subject to option and the name of the Optionholders), and (iii) mailing labels for Shareholders.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Company will promptly supply to Parent and Purchaser representin writing, warrant for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and covenant that the rules and regulations thereunder to be included in the Offer Documents. (b) The Offer Documents will comply in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby representation is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect Each of Parent and Purchaser further agrees to information contained in, or incorporated by reference into, take all steps necessary to cause the Offer Documents other than Company Supplied Information. (b) to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company will each shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes such information shall be or have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case holders of Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after the receipt of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as reasonably practicable on the date of the commencement of the Tender Offer, Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Tender Offer which will shall contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (such Schedule TOs, Offers to Purchase and such other ancillary Offer documents documents, together with all supplements and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). Parent and Purchaser represent, warrant and covenant that the The Offer Documents will comply as to form in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby information about the Merger and the redemption rights as is made or will be made by Parent or Purchaser with respect required under Regulation 14A of the Exchange Act which regulates the solicitation of proxies. Each Party agrees to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each correct promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed promptly with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of shares of Parent Common Stock, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting No filing of, or amendment or supplement to, the OfferOffer Documents shall be made by Parent without the prior consent (which shall not be unreasonably withheld, Parent and Purchaser will comply in all material respects with the provisions delayed or conditioned) of the Exchange Act and other applicable lawsTarget. Parent and Purchaser will afford Company shall give Target and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof such documents being filed with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce SEC or disseminated to holders of the State shares of Minnesota Parent Common Stock and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by Target and its counsel. Parent shall provide Target and its counsel with any registration statement relating comments (whether written or oral) that Parent or its counsel may receive from the SEC or its staff with respect to the Offer required Documents promptly after the receipt of such comments, shall provide Target and its counsel with a reasonable opportunity to be filed pursuant review and comment on the responses of Parent to Chapter 80B of such comments, shall allow Target and its counsel to participate in any discussions with the Minnesota StatutesSEC or its staff, and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by Target and its counsel. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain as an offer exhibit or incorporate by reference the Offer to purchase and Purchase, the form of the related letter of transmittal and other customary ancillary Offer documents and instruments pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the Offer to Purchase), amendments or supplements thereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will SEC to comply in all material respects with the Exchange Act and any other applicable laws Laws, and will to not contain (any untrue statement of a material fact or will be amended omission of a material fact necessary in a timely manner so as order to contain) all information make the statements made therein, in light of the circumstances under which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDEDthey are made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly specifically for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty The Company shall promptly furnish or covenant is made otherwise make available to Parent and Purchaser or will Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be made herein required or reasonably requested in connection with any action contemplated by Company this Section 2.1(e) so as to enable each of Parent and Purchaser to comply with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) its obligations hereunder. Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required Documents (which notice shall include a copy of any written comments and a summary of any oral comments) and shall provide the Company and its counsel a reasonable opportunity to be filed pursuant participate in the formulation of any response to Chapter 80B any such comments of the Minnesota Statutes. (d) SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments of the Shareholders SEC or its staff with respect to the Offer Documents or the Offer. The Company shall provide such reasonable cooperation and information contained assistance as may be requested by Parent or Purchaser in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent connection with its covenants and within the time period required by Regulation 14D promulgated obligations under the Exchange Act and Chapter 80B of the Minnesota Statutesthis Section 2.1(e).

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and purchase, related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent and Purchaser represent, warrant and covenant that the The Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will Documents (a) shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable laws; PROVIDEDlaw and (b) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, HOWEVER, that no representation, warranty agreement or covenant representation hereby is made or will shall be made by Parent or Purchaser Sub with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationin, warranty or covenant is made or will be made herein by Company with respect to Company information contained in, derived from the Company's public SEC filings that is included or incorporated by reference intoin, the Offer Documents other than Company Supplied Information. (b) Documents. Each of Parent, Purchaser Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally Sub shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, or supplements thereto prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file Sub shall provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required Documents promptly after receipt of such comments. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to be filed pursuant to Chapter 80B of review and comment on correspondence with the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders SEC concerning the Offer Documents and information contained in the registration statement relating prior to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes delivery thereof to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesSEC.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that promptly thereafter shall mail the Offer Documents will comply in all material respects with to the Exchange Act holders of the Company Common Stock as required by applicable Law. The Company shall promptly furnish to Parent and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) Sub all information which is concerning the Company that may be required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other by applicable laws; PROVIDED, HOWEVER, that no representation, warranty securities laws or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"Documents. Except as expressly contemplated by Section 6.02(d). No representation, warranty or covenant is made or will be made herein by the Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than of the Recommendation of the Company Supplied Information. (b) Board. Each of Parent, Purchaser Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and respect. Parent and Purchaser will jointly and severally Sub shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting Parent and Sub shall promptly notify the OfferCompany upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent and Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Purchaser will comply in all material respects with Sub shall provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment to propose comments on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SECsuch document or response. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS")“Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Common Stock as required by applicable Law. Parent and Purchaser representSub shall timely cause a notice that satisfies the requirements of Section 3-106.1(e)(1) of the MGCL (such notice, warrant and covenant that the “Maryland Short Form Notice”) to be given to the holders of the Company Common Stock with the Offer Documents will comply in all material respects with Documents, unless, prior to the Exchange Act date the Offer is first commenced, the Maryland Short Form Notice has been given to the holders of the Company Common Stock who, except for the application of Section 3-106.1 of the MGCL, would be entitled to vote on the Merger on the date such notice is given or on a record date fixed for that purpose that is not more than ten (10) days before the date that notice is given. The Company shall promptly furnish to Parent and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) Sub all information which is concerning the Company that may be required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other by applicable laws; PROVIDED, HOWEVER, that no representation, warranty securities laws or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by The Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than of the Board Actions and the Recommendation of the board of directors of the Company Supplied Information. (b) the “Company Board”). Each of Parent, Purchaser Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and or as otherwise required by applicable federal securities Laws. Parent and Purchaser will jointly and severally Sub shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable lawsfederal securities Laws. Parent and Purchaser will afford Sub shall promptly notify the Company upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all written correspondence between Parent, Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on participate in the Offer Documents, including formulation of any amendments thereto, prior written response to any such written comments of the SEC or its staff. Prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in (or any amendment or supplement thereto) or the registration statement relating dissemination thereof to the Offer required holders of Company Common Stock, or responding to be filed pursuant to Chapter 80B any comments of the Minnesota Statutes to SEC or the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B staff of the Minnesota StatutesSEC with respect thereto, Parent and Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase and Purchase, form of the related letter of transmittal and other ancillary Offer documents summary advertisement, (ii) make all deliveries, mailings and instruments pursuant to which telephonic notices required by Rule 14d-3 under the Exchange Act and (iii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to the "OFFER DOCUMENTS")Company Stockholders as and to the extent required by applicable Laws. Parent and Purchaser represent, warrant and covenant M▇▇▇▇▇ Sub agree that they shall cause the Offer Documents will filed by either Parent or Merger Sub with the SEC to (x) comply in all material respects with the Exchange Act and any other applicable laws Laws and will (y) on the date first filed with the SEC and on the date first disseminated to the Company Stockholders, not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser Merger Sub with respect to information supplied by or on behalf of the Company in writing expressly specifically for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally Merger Sub further agree to take all lawful action steps necessary to promptly cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the ShareholdersCompany Stockholders, in each case as and to the extent required by applicable lawLaws. In conducting The Company hereby consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply Merger Sub or Parent’s legal counsel all information concerning the Company, the Company’s Subsidiaries and the Company Stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 2.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file Merger Sub shall give reasonable consideration to any such comments made by the Company or its counsel. Parent and Merger Sub agree to provide the Company and its counsel with any comments (including oral comments) P▇▇▇▇▇, Merger Sub or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutessuch comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS")“Offer Documents”) and promptly thereafter shall mail the Offer Documents to the holders of the Company Common Stock as required by applicable Law. Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a Sub shall timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) . The Company shall promptly furnish to Parent and Purchaser will disseminate Sub all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Sub for inclusion in the Offer Documents. The Company hereby consents to the Shareholders inclusion in the Offer Documents of the Board Actions and the Recommendation of the board of directors of the Company (the “Company Board”). Each of Parent, Sub and the Company shall promptly correct any information contained provided by it for use in the registration statement relating Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. Parent and Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. Parent and Sub shall promptly notify the Company upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer required to be filed pursuant to Chapter 80B Documents, and shall provide the Company with copies of all written correspondence between Parent, Sub and their respective Representatives, on the one hand, and the SEC or the staff of the Minnesota Statutes SEC, on the other hand. Parent and Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent Offer Documents, and within Parent and Sub shall provide the time period required by Regulation 14D promulgated under Company and its counsel a reasonable opportunity to participate in the Exchange Act and Chapter 80B formulation of any written response to any such written comments of the Minnesota StatutesSEC or its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Sub shall provide the Company a reasonable opportunity to review and to propose comments on such document or response.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Shares. Parent and Purchaser representagree that they shall cause the Schedule TO and all amendments, warrant supplements and covenant that exhibits thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Laws. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, or to correct any material omissions therefrom, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford shall provide the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Documents promptly after receiving such comments. Parent and Purchaser will disseminate shall provide the Company and its counsel a reasonable opportunity to participate in the Shareholders formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on the date Offer Commencement Date (subject to (i) the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b) and (ii) the Company being prepared, in accordance with Section 1.2(a), to file with the SEC, and to disseminate to the holders of commencement of Shares, the OfferSchedule 14D-9 immediately thereafter), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, timely disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including with respect to oral comments, a reasonably detailed description of such oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain as an offer exhibit or incorporate by reference the Offer to purchase and Purchase, the form of the related letter of transmittal and other customary ancillary Offer documents and instruments pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the Offer to Purchase), amendments or supplements thereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will SEC to comply in all material respects with the Exchange Act and any other applicable laws Laws, and will to not contain (any untrue statement of a material fact or will omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be amended required in a timely manner connection with any action contemplated by this Section 2.1(e) so as to contain) all information which is required enable each of Parent and Purchaser to be included therein in accordance comply with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")its obligations hereunder. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents (which notice shall include a copy of the Minnesota Statutes. (dany written comments) and Parent and Purchaser will disseminate shall keep the Company and its counsel reasonably informed as to their proposed response to any such comments of the Shareholders SEC or its staff. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will file or Merger Sub shall: (i) cause to be filed with the SEC SEC, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO") ”), which will contain an or incorporate by reference: (A) Merger Sub’s offer to purchase exchange Shares pursuant to the Offer (the “Offer to Exchange”); (B) a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the “Preliminary Prospectus”); and (C) forms of the related letter of election and transmittal (including the Form of Election); (ii) file with the SEC a registration statement on Form S-4 or Form F-4 (or similar successor form) to register the offer and other ancillary Offer documents and instruments sale of Parent Common Shares pursuant to which the Offer will (including amendments or supplements thereto, the “Registration Statement”), which Registration Statement shall include the Preliminary Prospectus; and (iii) cause the Offer to Exchange, the Preliminary Prospectus and related documents to be made disseminated to holders of Shares as and to the extent required by Law and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall use reasonable best efforts to cause the Schedule TO and Registration Statement, and all exhibits, amendments and supplements thereto (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant the filing and covenant that the Offer Documents will dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Securities Act and the rules and regulations thereunder and with all other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Law. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its legal counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any all amendments and supplements thereto, ) prior to the filing thereof with the SEC. (c) SEC and Parent and Purchaser will file Merger Sub shall give reasonable consideration to any such comments. Parent and Merger Sub shall promptly notify the Company and its legal counsel upon the receipt of any comments received by Parent, Merger Sub or their legal counsel from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer Documents, or any request from the SEC for amendments or supplements to the Offer Documents, and shall promptly provide the Company and its legal counsel with copies of all written correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, or, if not in writing, a description of such communication. Parent and Merger Sub shall give the Company and its legal counsel a reasonable opportunity to participate in preparing the proposed response of Parent and Merger Sub to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and Parent and Merger Sub shall give reasonable consideration to any such comments. Each of Parent, Merger Sub and the Company: (1) shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer; and (2) to the extent required by applicable Law, shall use reasonable best efforts to promptly correct any information provided by it for use in the Offer Documents to the extent such information shall be or shall have become false or misleading in any material respect, and Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as supplemented or amended to correct such information, to be filed pursuant to Chapter 80B of with the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes SEC and, to the extent and within the time period required by Regulation 14D promulgated under applicable Law, to be disseminated to holders of Shares. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Exchange Act Company, its Subsidiaries and Chapter 80B the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.02. Subject to Section 6.02, the Company consents to the inclusion of the Minnesota StatutesCompany Board Recommendation in the Offer Documents.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will Acquisition Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer that will contain or incorporate by reference the Offer to Purchase, form of the related letter of transmittal, and summary advertisement, if any (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will Documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Law. Parent and Purchaser represent, warrant and covenant Acquisition Sub agree that they shall cause the Offer Documents will filed by either Parent or Acquisition Sub with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Law and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser Acquisition Sub with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Acquisition Sub and the Company will each agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally Acquisition Sub further agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLaw. In conducting The Company consents to the Offerinclusion, unless previously withdrawn pursuant to an Adverse Recommendation Change made in accordance with Section 6.5(d), of the Company Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply Acquisition Sub or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file Acquisition Sub shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments (including oral comments) Parent, Acquisition Sub or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant ▇▇▇▇▇▇ Sub agree that they shall cause the Offer Documents will filed by either Parent or Merger Sub with the SEC to (x) comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser Merger Sub with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally Merger Sub further agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply Merger Sub or Parent’s legal counsel all information concerning the Company and the Company’s shareholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file Merger Sub shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and ▇▇▇▇▇▇ Sub agree to provide the Company and its counsel with any comments (including oral comments) ▇▇▇▇▇▇, Merger Sub or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Shares. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations regulations 3. thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Legal Requirements. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case case, as and to the extent required by applicable lawfederal securities laws. In conducting The Company hereby consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information (subject to Section 3.4(g)(i)) concerning the Company and the Company’s stockholders that may be required in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments of the Shareholders SEC or its staff with respect to the Offer Documents or the Offer. Parent and information contained Purchaser shall provide the Company and its counsel a reasonable opportunity to participate in the registration statement relating formulation of any response to the Offer required to be filed pursuant to Chapter 80B any such comments of the Minnesota Statutes SEC or its staff and a reasonable opportunity to the extent review and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutescomment on any such response.

Offer Documents. (a) As promptly as practicable on the date of commencement of the Offer, Parent Parent, AcquisitionCo and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretorespect to the Offer, the "SCHEDULE TO") which will contain shall include an offer to purchase and a related letter of transmittal and other ancillary Offer summary advertisement (such Schedule TO and the documents and instruments included therein pursuant to which the Offer will be made (collectivelymade, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that (ii) cause the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with disseminated to holders of outstanding shares of Common Stock as and to the Exchange Act and the rules and regulations thereunder and other extent required by applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Informationfederal securities Laws. (b) The Company shall furnish Parent, Purchaser AcquisitionCo and Merger Sub all information concerning the Company will each required by the Exchange Act to be set forth in the Offer Documents or as otherwise reasonably requested by any of them so as to enable Parent, AcquisitionCo and Merger Sub to comply with their obligations under Section 2.2(a). Each of Parent, AcquisitionCo, Merger Sub and the Company shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent each of Parent, AcquisitionCo and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Common Stock, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting Prior to the Offerpublic disclosure of an Adverse Recommendation Change in compliance with Section 7.02 or at any time thereafter that such Adverse Recommendation Change is no longer in effect, Parent Parent, AcquisitionCo and Purchaser will Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Notwithstanding any confidentiality obligation owed to the Company (including under the Confidentiality Agreement), Parent, AcquisitionCo and Merger Sub may include in the Offer Documents any material nonpublic information concerning the Company to the extent required to comply in all material respects with the provisions requirements of the Exchange Act Act, including Rule 10b-5 promulgated thereunder. (c) The Company shall be given reasonable opportunity to review and other applicable lawscomment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company, and Parent, AcquisitionCo and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company. Parent Parent, AcquisitionCo and Purchaser will afford Merger Sub shall (i) provide the Company in writing any comments Parent, AcquisitionCo or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (ii) provide the Company a reasonable opportunity to review and comment on upon the Offer Documents, including responses to any amendments thereto, such comments and a copy of any proposed written responses thereto prior to the filing thereof with thereof, and (iii) give reasonable and good faith consideration to any comments made by the SECCompany on any such responses. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will shall: (a) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Offer, which will shall contain or shall incorporate by reference an offer to purchase and forms of the related letter of transmittal and form of summary advertisement (the Schedule TO, the offer to purchase and such other ancillary Offer documents documents, together with all exhibits, amendments and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”), and (b) cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. Parent and Purchaser represent, warrant and covenant that shall cause the Offer Documents will (i) to comply as to form in all material respects with the Exchange Act and any other requirements of applicable federal securities laws and will contain (or will be amended in a timely manner so as to containii) all information which is required to be included therein in accordance on the date first filed with the Exchange Act SEC and on the rules and regulations thereunder and other applicable laws; PROVIDEDdate first published, HOWEVERsent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly specifically for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representationThe Company shall promptly supply Parent and Purchaser in writing, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, for inclusion in the Offer Documents other than Documents, all information concerning the Company Supplied Information. (b) required under the Exchange Act or reasonably requested by Parent and Purchaser to be included in the Offer Documents. Each of Parent, Purchaser and the Company will each agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent it shall have obtained knowledge that it becomes such information shall have become false or misleading in any material respect respect, and each of Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) SEC and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser will file with the Commissioner shall use reasonable best efforts to respond to any such comments (including by amendment of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutesas necessary) promptly after they are received.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (athe "Registration Statement"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary Prospectus"). As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO promulgated under Section 14(d)(1) of the Exchange Act (together with all amendments and supplements thereto, the "SCHEDULE Schedule TO") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent and Purchaser represent, warrant and covenant that the which Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawslaw, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law, including that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty agreement or covenant representation hereby is made or will shall be made by Parent or Purchaser Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public filings with the SEC that is included or incorporated by reference in, the Offer Documents, (ii) deliver a copy of the Schedule TO to the Company at its principal executive office, (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the Schedule TO in writing expressly accordance with Rule 14d-3 promulgated under the Exchange Act, and (iv) mail or otherwise cause the Offer Documents to be disseminated to the holders of Company Common Stock. The Company shall provide Parent and Merger Sub all information reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser Merger Sub and the Company will each agree promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent Parent, Merger Sub and Purchaser will the Company shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel a reasonable shall be given the opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file Merger Sub agree to provide the Company and its counsel any comments Parent, Merger Sub or their counsel may receive from the SEC with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after the receipt of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (x) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal transmittal, summary advertisement, notice of guaranteed delivery and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and documents, together with any supplements or amendments thereto, the "OFFER DOCUMENTS")“Offer Documents”) and (y) cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by applicable federal securities laws and the rules of the SEC thereunder. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Legal Requirements. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws and the rules of the SEC thereunder. In conducting the Offer, The Company shall promptly furnish in writing or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with any action contemplated by this Section 1.1(e) or reasonably requested for inclusion in the provisions of the Exchange Act and other applicable lawsOffer Documents. Parent and Purchaser will afford shall: (i) provide the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, and supplements thereto prior to the filing thereof with the SEC. ; (cii) give reasonable and good faith consideration to any comments made by the Company and its counsel; (iii) provide in writing to the Company and its counsel any written comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff); (iv) respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer; and (v) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Notwithstanding the foregoing, Parent and Purchaser will file with shall not be required to provide the Commissioner of Commerce of Company the State of Minnesota opportunity to review or comment on (or include comments proposed by the Company in) or permit the Company to participate in any registration statement discussions regarding the Offer Documents, or any amendment or supplement thereto, or any comments thereon, to the extent relating to any action that may be taken by Parent or Purchaser in connection with any Acquisition Proposal, Change in Circumstance or Company Adverse Change Recommendation, or the Offer reasons for any such actions by Parent or Purchaser. Each document required to be filed pursuant by the Parent or Purchaser with the SEC in connection with the Offer (the “Parent Disclosure Documents”) (including the Schedule TO), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to Chapter 80B form in all material respects with the applicable requirements of the Minnesota Statutes. (d) Exchange Act. The Parent Disclosure Documents, at the time of the filing of such Parent Disclosure Documents or any supplement or amendment thereto with the SEC and Purchaser will disseminate at the time such Parent Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Shareholders Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Offer Documents and statements made therein, in light of the circumstances under which they were made, not misleading. None of the information contained with respect to Parent or Purchaser that Parent or Purchaser furnishes to the Company in writing specifically for use in the registration statement relating Schedule 14D-9 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Offer required Company’s stockholders, contain any untrue statement of a material fact or omit to be filed pursuant state any material fact necessary in order to Chapter 80B make the statements made therein, in light of the Minnesota Statutes circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither the Parent nor the Purchaser makes any representation with respect to the extent and within the time period required statements made or incorporated by Regulation 14D promulgated under the Exchange Act and Chapter 80B reference therein based on information supplied by or on behalf of the Minnesota StatutesCompany for inclusion or incorporation by reference in the Parent Disclosure Documents.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that, subject to Section 5.02(f), will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Company Shares. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company Stockholders that may be required in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.01(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. such comments (d) including oral comments). Each of Parent and Purchaser will disseminate shall respond promptly to any comments (including oral comments) of the Shareholders SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal transmittal; and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC (A) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements; and will (B) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case case, as and to the extent required by applicable lawfederal securities laws. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Merger Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the "SCHEDULE “Schedule TO") ”), which will contain shall include, as exhibits, an offer to purchase and a related letter of transmittal transmittal, a summary advertisement, a notice in compliance with Section 1110(h) of the California Code and the Company Bylaws and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents attached as exhibits thereto, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and Purchaser represent, warrant and covenant that promptly thereafter shall cause the Offer Documents will comply in all material respects with to be disseminated to the Exchange Act holders of the Company Common Stock as required by applicable federal securities Laws. The Company shall promptly furnish to Parent and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) Merger Sub all information which is concerning the Company that may be required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other by applicable laws; PROVIDED, HOWEVER, that no representation, warranty securities laws or covenant hereby is made or will be made reasonably requested by Parent or Purchaser with respect to information supplied by Company in writing expressly Merger Sub for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by The Company with respect hereby consents to information contained in, or incorporated by reference into, the inclusion in the Offer Documents other than of the Company Supplied Information. (b) Recommendation; provided, however, that the Board of Directors of the Company may make a Company Adverse Recommendation Change pursuant to, and in accordance with, Section 5.02. Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and respect. Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting Parent and Merger Sub shall promptly notify the OfferCompany upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Merger Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Purchaser will comply in all material respects with Merger Sub shall provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment to propose comments on the Offer Documents, including any amendments thereto, prior to the filing thereof with the SECsuch document or response. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as reasonably practicable on following execution of this Agreement, but in no event later than five business days from the date of commencement of hereof, the Offer, Parent and Purchaser will Merger Sub shall prepare and file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together 14D-1 with all amendments and supplements theretorespect to the Offer, the "SCHEDULE TO") which will shall contain an offer to purchase and a related letter of transmittal and any other ancillary documents pursuant to which the Offer shall be made (such Schedule 14D-1 and the documents and instruments therein pursuant to which the Offer will be made (collectivelymade, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent The Company and Purchaser represent, warrant its counsel shall be given an opportunity to review and covenant that comment upon the Offer Documents will (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act Act, and on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, the Offer Documents shall not contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby representation is made or will be made by the Parent or Purchaser Merger Sub with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, Each of the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser Merger Sub and the Company will each agrees promptly to correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent each of the Parent, Merger Sub and Purchaser will jointly and severally the Company further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of shares of Company Common Stock, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Parent and Purchaser will comply in all material respects with Merger Sub agree to provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on in writing with any comments the Offer DocumentsParent, including any amendments thereto, prior to Merger Sub or their counsel may receive from the filing thereof SEC or its staff with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by the Minnesota StatutesParent, Merger Sub or their counsel. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser Sub will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser Sub represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that (i) no representation, warranty agreement or covenant representation hereby is made or will be made by Parent or Purchaser Sub with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company's public SEC filings which is incorporated by reference in, the Offer Documents and ("COMPANY SUPPLIED INFORMATION"). No ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than information supplied by the Company Supplied Informationin writing expressly for inclusion in or information derived from the Company Filed SEC Documents which is incorporated by reference in, the Offer Documents. (b) Parent, Purchaser Sub and the Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser Sub will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLaw. In conducting the Offer, Parent and Purchaser Sub will comply in all material respects with the provisions of the Exchange Act and other applicable lawsLaws. Parent and Purchaser Sub will endeavor to afford the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly On the same day as practicable on the date of commencement of Offer is commenced, RDO Holdings, RDO Tender and the Offer, Parent and Purchaser RDO Holdings Stockholders will file or cause to be filed with the SEC Securities and Exchange Commission (the "SEC") a combined Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO with respect to the Offer, in substantially the form provided to the parties hereto (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE Schedule TO") which ). The Schedule TO will contain also serve as an offer amendment to purchase ▇▇. ▇▇▇▇▇▇'▇ Schedule 13D and related a new Schedule 13D for RDO Holdings, RDO Tender and the RDO Holdings Stockholders. The Schedule TO will include as exhibits, among other documents, the Offer to Purchase and a form of letter of transmittal and other ancillary Offer documents and instruments pursuant transmittal, both in substantially the forms previously provided to which the Offer will be made parties hereto (collectively, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent Each of the parties hereto agrees to take all steps necessary to cause the Schedule TO and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects to be filed with the Exchange Act SEC and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in cause the Offer Documents ("COMPANY SUPPLIED INFORMATION")to be disseminated to the stockholders of RDOE to the extent required by applicable law. No representation, warranty or covenant is made or will be made herein by Company with respect Each of the parties hereto agrees promptly to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any information provided by them it for use in the Schedule TO and the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally to take all lawful action steps necessary to cause the Schedule TO and the Offer Documents as so corrected to be filed with the SEC and to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and stockholders of RDOE to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions Each of the Exchange Act and other applicable laws. Parent and Purchaser RDO Holdings Stockholders will afford Company and its counsel a reasonable be given the opportunity to review the Schedule TO and comment on the Offer Documents, including any amendments thereto, prior to the filing thereof Documents before they are filed with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the commencement date of commencement of the Offer, Parent and Purchaser will file shall (i) file, or cause to be filed filed, with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase and Purchase, the form of the related letter of transmittal transmittal, the summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and together with any all exhibits, amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”); and (ii) cause the Schedule TO and related Offer Documents to be disseminated to holders of Shares in accordance with applicable federal securities Laws. The Company shall promptly furnish to Parent and Purchaser represent, warrant all information concerning the Company’s stockholders that may be required by applicable Law or reasonably requested in connection with any action contemplated by this Section 1.1(f). The Company and covenant that its counsel shall be given reasonable opportunity to review and comment on the Offer Documents will comply in all material respects prior to the filing thereof with the Exchange Act SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be comments made by Parent the Company or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")its counsel. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to correct promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and or as otherwise required by applicable Law. Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting Upon receipt of any written or oral comments by Parent, Purchaser or their counsel from the OfferSEC or its staff with respect to the Offer Documents, Parent and Purchaser will comply in all material respects agree to (i) promptly provide the Company and its counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments proposed response thereto, prior and give reasonable and good faith consideration to any such comments made by the filing thereof Company or its counsel; (iii) provide the Company and its counsel an opportunity to participate with Parent, Purchaser or their counsel in any material discussions or meetings with the SECSEC or its staff; and (iv) provide the Company and its counsel with copies of any written comments or responses submitted by Parent or Purchaser in response thereto. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")disseminated to holders of Shares. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Legal Requirements. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Each of Parent and Purchaser will disseminate shall respond promptly to any comments of the Shareholders SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on the date Offer Commencement Date (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectivelydisseminated to holders of Company Shares, with any supplements or amendments thereto, in each case as and to the "OFFER DOCUMENTS")extent required by applicable federal securities Laws. Parent and Purchaser representagree that they shall cause the Schedule TO and all amendments, warrant supplements and covenant that exhibits thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Laws. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally take further agrees to use all lawful action necessary reasonable efforts to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Shares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting the Offer, The Company shall promptly furnish in writing to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company Stockholders that may be required under applicable Laws and/or in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 2.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. (d) such comments. Parent and Purchaser will disseminate shall provide the Company and its counsel a reasonable opportunity to participate in the Shareholders formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE Schedule TO") which will with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other ancillary Offer documents documents, together with all supplements, instruments and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Company will promptly supply to Parent and Purchaser representin writing, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationDocuments, warranty or covenant is made or will all information concerning the Company required under the Exchange Act to be made herein by Company with respect to information contained in, or incorporated by reference into, included in the Offer Documents other than Company Supplied InformationDocuments. (b) Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company will each shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes such information shall be or have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case holders of Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after the receipt of the Minnesota Statutessuch comments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase and Purchase, form of the related letter of transmittal transmittal, and other ancillary Offer documents summary advertisement, (ii) make all deliveries, mailings and instruments pursuant to which telephonic notices required by Rule 14d-3 under the Exchange Act and (iii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC to (x) comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and to correct any material omissions therefrom, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to promptly cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company hereby consents to the Offerinclusion of the Company Board Recommendation in the Offer Documents, unless a Company Adverse Change Recommendation has occurred and has been communicated to Parent in writing prior to the filing of such Offer Documents with the SEC. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.01(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as reasonably practicable on the date of the commencement of the Tender Offer, Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Tender Offer which will shall contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (such Schedule TOs, Offers to Purchase and such other ancillary Offer documents documents, together with all supplements and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). Parent and Purchaser represent, warrant and covenant that the The Offer Documents will comply as to form in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby information about the Merger and the redemption rights as is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in required under Regulation 14A of the Offer Documents ("COMPANY SUPPLIED INFORMATION")Exchange Act which regulates the solicitation of proxies. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Bimini and the Company will each agree to correct promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents Schedule TO, as so corrected corrected, to be filed promptly with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to the Shareholdersholders of Ordinary Shares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting No filing of, or amendment or supplement to, the OfferOffer Documents shall be made by Parent without the prior consent (which shall not be unreasonably withheld, Parent and Purchaser will comply in all material respects with the provisions delayed or conditioned) of the Exchange Act and other applicable lawsCompany. Parent shall give the Company, Bimini and Purchaser will afford Company and its their respective counsel a reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof such documents being filed with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce SEC or disseminated to holders of the State of Minnesota Ordinary Shares and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by the Company, Bimini and their counsel. Parent shall provide the Company, Bimini and their respective counsel with any registration statement relating comments (whether written or oral) that Parent or its counsel may receive from the SEC or its staff with respect to the Offer required Documents promptly after the receipt of such comments, shall provide the Company, Bimini and their respective counsel with a reasonable opportunity to be filed pursuant review and comment on the responses of Parent to Chapter 80B of such comments and shall give due consideration to all reasonable additions, deletions or changes suggested thereby by the Minnesota StatutesCompany, Bimini and their counsel. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent ) and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawslaw, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty agreement or covenant -------- ------- representation hereby is made or will shall be made by Parent or Purchaser Sub with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationin, warranty or covenant is made or will be made herein by Company with respect to Company information contained in, or derived from the Company's public SEC filings which is incorporated by reference intoin, the Offer Documents other than Company Supplied Information. (b) Documents. Parent, Purchaser Sub and the Company will each agree promptly to correct any information provided by them for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect and Parent and Purchaser will jointly and severally Sub further agrees to take - all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel a reasonable shall be given the opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent and Purchaser will Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE Schedule TO") which will with respect to the Offer. The Schedule TO shall contain an or shall incorporate by reference the offer to purchase and purchase, related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent and Purchaser represent, warrant and covenant that the The Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will Documents (a) shall contain (or will shall be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable laws; PROVIDEDlaw and (b) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, HOWEVER, that no representation, warranty agreement or covenant representation hereby is made or will shall be made by Parent or Purchaser Sub with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representationin, warranty or covenant is made or will be made herein by Company with respect to Company information contained in, derived from the Company's public SEC filings that is included or incorporated by reference intoin, the Offer Documents other than Company Supplied Information. (b) Documents. Each of Parent, Purchaser Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally Sub shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawslaw. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, or supplements thereto (and shall provide any comments thereon as soon as practicable) prior to either the filing thereof with the SEC. (c) SEC or dissemination to the stockholders of the Company, as the case may be. Parent and Purchaser will file Sub shall provide the Company and its counsel any comments Parent, Sub or their counsel may receive from the SEC or its staff with the Commissioner of Commerce of the State of Minnesota any registration statement relating respect to the Offer required Documents promptly after receipt of such comments. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to be filed pursuant to Chapter 80B of review and comment on correspondence with the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders SEC concerning the Offer Documents and information contained in the registration statement relating prior to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes delivery thereof to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesSEC.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, Parent UTC and Purchaser will UTCSub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain appropriate Securities Authorities an offer to purchase and take-over circular and the related letter of transmittal transmittal, notice of guaranteed delivery and other ancillary Offer documents and instruments summary advertisement pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Parent UTC and Purchaser represent, warrant UTCSub further agree to take all reasonable steps necessary to cause the Offer Documents to be disseminated to holders of ICP Shares in accordance with applicable Securities Laws. UTC and covenant UTCSub agree that the Offer Documents will shall comply as to form and content in all material respects with applicable Securities Laws, and the Exchange Act and Offer Documents, on the date first published, sent or given to ICP's shareholders, shall not contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, representation or warranty or covenant hereby is made by UTC or will be made by Parent or Purchaser UTCSub with respect to written information supplied by Company in writing expressly ICP or any third party specifically for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representationUTC, warranty or covenant is made or will be made herein by Company with respect UTCSub and ICP each agree promptly to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Parent, Purchaser and Company will each promptly correct any written information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect and Parent UTC and Purchaser will jointly and severally UTCSub further agree to take all lawful action necessary steps to cause the Offer Documents as so corrected to be filed promptly with the SEC appropriate Securities Authorities and to be disseminated to the ShareholdersICP's shareholders, in each case as and to the extent required by applicable lawSecurities Laws. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel a ICP shall be given reasonable opportunity to review and comment on upon the Offer Documents, including any amendments thereto, Documents prior to their filing with Securities Authorities or dissemination to ICP's shareholders, and UTC and UTCSub shall consider such comments in good faith. UTC and UTCSub agree to provide ICP any comments UTC, UTCSub or their counsel may receive from Securities Authorities with respect to the filing thereof with Offer Documents promptly after the SECreceipt of such comments. (cb) Parent ICP agrees to provide such reasonable assistance as UTCSub or its agents may reasonably request in connection with communicating the Offer and Purchaser will file with any amendments and supplements thereto to the Commissioner of Commerce holders of the State of Minnesota any registration statement relating ICP Shares and to such other persons as are entitled to receive the Offer required to be filed pursuant to Chapter 80B under Securities Laws, including providing lists of the Minnesota Statutes. (d) Parent shareholders of ICP and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes holders of ICP Options and other securities convertible into or exchangeable for ICP Shares and mailing labels with respect to all such holders of securities as soon as possible after the extent date of this Agreement but in any event no later than the close of business in Toronto on June 28, 1999 and within the updates or supplements thereto from time period required to time as may be requested by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesUTCSub.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the Offer, --------------- Parent and Purchaser will shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") with respect to the Offer which will shall contain an the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). Company will promptly supply to Parent and Purchaser representin writing, warrant for inclusion in the Offer Documents, all information concerning Company required under the Exchange Act and covenant that the rules and regulations thereunder to be included in the Offer Documents. (b) The Offer Documents will comply in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to Company's shareholders, shall not contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby representation is made or will be made by Parent or the Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect Each of Parent and the Purchaser further agrees to information contained in, or incorporated by reference into, take all steps necessary to cause the Offer Documents other than Company Supplied Information. (b) to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and Company will each shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes such information shall be or have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case holders of Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment and pay for any Shares that the Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating becomes obligated to accept for payment and pay for pursuant to the Offer required to be filed pursuant to Chapter 80B of the Minnesota StatutesOffer. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain as an offer exhibit or incorporate by reference the Offer to purchase and Purchase, the form of the related letter of transmittal and other customary ancillary Offer documents and instruments pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the Offer to Purchase), amendments or supplements thereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will SEC to comply in all material respects with the Exchange Act and any other applicable laws Laws, and will to not contain (any untrue statement of a material fact or will omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be amended required or reasonably requested in a timely manner connection with any action contemplated by this Section 2.1(e) so as to contain) all information which is required enable each of Parent and Purchaser to be included therein in accordance comply with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION")its obligations hereunder. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable laws. Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, including any amendments thereto, Documents prior to the filing thereof with the SEC. (c) . Parent and Purchaser will file agree to provide the Company and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents (which notice shall include a copy of the Minnesota Statutes. (dany written comments) and Parent and Purchaser will disseminate shall provide the Company and its counsel a reasonable opportunity to participate in the Shareholders formulation of any response to any such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent, Purchaser and the Company shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.

Offer Documents. (a) As promptly as practicable on On the date of commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14d-2), Parent and Purchaser will Merger Sub shall (i) file or cause to be filed with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretorespect to the Offer, the "SCHEDULE TO") which will Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal transmittal, summary advertisement, notice of guaranteed delivery and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectivelysuch Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Parent and Purchaser represent, warrant and covenant that Merger Sub shall cause the Offer Documents will to comply in all material respects with the Exchange Act requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any other applicable laws and will contain (untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable laws; PROVIDEDcircumstances under which they were made, HOWEVERnot misleading, except that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser Merger Sub with respect to information supplied by the Company in writing expressly specifically for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser Merger Sub and the Company will each shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information is or shall have become false or misleading in any material respect respect, and each of Parent and Purchaser will jointly and severally Merger Sub shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case case, as and to the extent required by applicable lawApplicable Law. In conducting The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer, Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Purchaser will comply in all material respects with Merger Sub shall give reasonable and good faith consideration to any comments made by the provisions of the Exchange Act Company and other applicable lawsits counsel. Parent and Purchaser will afford Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment on upon the Offer Documents, including proposed responses to any amendments thereto, such comments and a copy of any proposed written responses thereto prior to the filing thereof thereof, (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses and (D) to the extent reasonably practicable, provide the Company and its counsel a reasonable opportunity to participate in any material discussions with the SEC. (c) SEC or its staff concerning such comments. Parent and Purchaser will file with the Commissioner of Commerce Merger Sub shall respond promptly to any comments of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B of the Minnesota StatutesDocuments. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TO14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTS"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDEDLaws, HOWEVERprovided, however, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information extracted from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents ("COMPANY SUPPLIED SEC INFORMATION"). No ) and (ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information. (b) Parent, Purchaser and the Company will each promptly correct any information provided by them for use in the Offer Documents if and to the extent that it becomes false or misleading in any material respect and Parent and Purchaser will jointly and severally take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholders, in each case as and to the extent required by applicable lawLaw. In conducting the Offer, Parent and Purchaser will comply in all material respects with the provisions of the Exchange Act and other applicable lawsLaws. Parent and Purchaser will afford the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents, including Documents and any amendments thereto, thereto prior to the filing thereof with the SECSEC and will not mail the Offer Documents to the Shareholders if the Company reasonably asserts that the Company SEC Information is inaccurate. (c) Parent and Purchaser will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all any exhibits, amendments and or supplements thereto, including the "SCHEDULE TO"Offer to Purchase and form of the related letter of transmittal, the “Offer Documents”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to promptly cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents (unless the Board of Directors has made a Company Adverse Recommendation Change in compliance with Section 6.1(b)). The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (together with all any exhibits, amendments and or supplements thereto, the "SCHEDULE TO"“Offer Documents”) which will contain an offer and (ii) cause the Offer to purchase Purchase and related letter documents to be disseminated to holders of transmittal Shares as and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser represent, warrant and covenant agree that they shall cause the Offer Documents will filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly or on behalf of the Acquired Corporations for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents; provided that there has not been a Company Adverse Change Recommendation. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutesthose comments (including oral comments). (d) Parent and Purchaser will disseminate to the Shareholders the Offer Documents and information contained in the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota Statutes.

Offer Documents. (a) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser will shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE “Schedule TO"”) which that will contain an offer or incorporate by reference the Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made (collectively, with any supplements or amendments thereto, disseminated to holders of Shares as and to the "OFFER DOCUMENTS")extent required by applicable Legal Requirements. Parent and Purchaser representagree that they shall cause the Schedule TO and all exhibits, warrant and covenant that amendments or supplements thereto (which together constitute the “Offer Documents will Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and any other applicable laws Legal Requirements and will (y) to not contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and other applicable lawscircumstances under which they were made, not misleading; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION")Documents. No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information. (b) Each of Parent, Purchaser and the Company will each agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it becomes such information shall have become false or misleading in any material respect respect, and Parent and Purchaser will jointly and severally further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Shareholdersholders of Shares, in each case case, as and to the extent required by applicable lawfederal securities laws. In conducting The Company hereby consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser will comply or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in all material respects connection with the provisions of the Exchange Act and other applicable lawsany action contemplated by this Section 1.1(e). Parent and Purchaser will afford The Company and its counsel a shall be given reasonable opportunity to review and comment on the Offer Documents, Documents (including any amendments response to any comments (including oral comments) of the SEC or its staff with respect thereto, ) prior to the filing thereof with the SEC. (c) , and Parent and Purchaser will file shall give reasonable consideration to any such comments made by the Company or its counsel. Parent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the Commissioner of Commerce of the State of Minnesota any registration statement relating SEC or its staff with respect to the Offer required to be filed pursuant to Chapter 80B Documents promptly after receipt of the Minnesota Statutes. those comments (d) including oral comments). Each of Parent and Purchaser will disseminate shall use reasonable best efforts to respond promptly to any comments (including oral comments) of the Shareholders SEC or its staff with respect to the Offer Documents and information contained in or the registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes to the extent and within the time period required by Regulation 14D promulgated under the Exchange Act and Chapter 80B of the Minnesota StatutesOffer.