0001193125-03-039944 Sample Contracts

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • August 20th, 2003 • Flexsteel Industries Inc • Household furniture • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  August 20th, 2003
• Company
  Flexsteel Industries Inc
• Industry
  Household furniture
• Jurisdiction
  Delaware

TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of August 12, 2003, by and among Flexsteel Industries, Inc., a Minnesota corporation (“Parent”), Churchill Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Purchaser”), and , a stockholder (“Stockholder”), of DMI Furniture, Inc., a Delaware corporation (the “Company”).

MUTUAL CONFIDENTIALITY AGREEMENT

Mutual Confidentiality Agreement • August 20th, 2003 • Flexsteel Industries Inc • Household furniture • Minnesota

• Contract Type
  Mutual Confidentiality Agreement
• Filed
  August 20th, 2003
• Company
  Flexsteel Industries Inc
• Industry
  Household furniture
• Jurisdiction
  Minnesota

THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of May 2003, by and between Flexsteel Industries, Inc., and DMI Furniture, Inc.

CONFIDENTIALITY AGREEMENT

Confidentiality Agreement • August 20th, 2003 • Flexsteel Industries Inc • Household furniture • Kentucky

• Contract Type
  Confidentiality Agreement
• Filed
  August 20th, 2003
• Company
  Flexsteel Industries Inc
• Industry
  Household furniture
• Jurisdiction
  Kentucky

You have expressed an interest in exploring a possible transaction involving DMI Furniture, Inc. (the “Company”). The Company is prepared to make available to you and your officers, directors, employees, representatives and agents, all of whom will become bound by the terms hereof, certain written and oral information (together the “Information”) concerning the business and operations of the Company for the sole purpose of determining your possible interest in pursuing a transaction with the Company.

AGREEMENT AND PLAN OF MERGER by and among FLEXSTEEL INDUSTRIES, INC. CHURCHILL ACQUISITION CORP. and DMI FURNITURE, INC. dated August 12, 2003

Agreement and Plan of Merger • August 20th, 2003 • Flexsteel Industries Inc • Household furniture • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 20th, 2003
• Company
  Flexsteel Industries Inc
• Industry
  Household furniture
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated August 12, 2003, by and among Flexsteel Industries, Inc., a Minnesota corporation (“Parent”), Churchill Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and DMI Furniture, Inc., a Delaware corporation (the “Company”).