Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby and thereby, including the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement and each other document to be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of this Agreement by the holders of a majority of the shares of Company Shareholder Approval Common Stock entitled to vote thereon (as hereinafter definedthe “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, . The execution and delivery and performance of this Agreement and the Plan other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including thereby have been duly and validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders Board of Directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except and, except for the Company Shareholder Stockholder Approval and (assuming the filing accuracy of the Articles of Merger with the Secretary of State of the State of Minnesotarepresentations and warranties set forth in Section 4.19), no other corporate proceedings action on the part of the Company or vote of the Company’s stockholders are necessary to authorize the execution and delivery by the Company of this Agreement and the other Company Transaction Documents and the consummation of the Merger and the other transactions contemplated herebyhereby and thereby. This The Board of Directors of the Company has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are advisable and fair to and in the best interests of the Company’s stockholders, (iii) approved this Agreement and the Merger, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. Each of the Company Transaction Documents has been duly and validly executed and delivered by the Company and, assuming this Agreement each such Company Transaction Document constitutes the valid and binding agreement of Parent and Merger Sublegal, constitutes the valid and binding agreement of the Companycounterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by subject to (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and (ii) is subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law or in equity (the “Bankruptcy and Equity ExceptionRemedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to receipt of the Company Shareholder Stockholder Approval (as hereinafter definedif required by applicable Law), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Offer and the Merger, have been duly and validly authorized by the Board of Directors of the Company, and, except for (i) the Company Stockholder Approval if required by applicable Law and (iiiii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaDelaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable Law, adopt this Agreement and approve the Merger and the transactions contemplated hereby (the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined)Stockholder Approval, to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders Board of Directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except and, except for the Company Shareholder Stockholder Approval and the filing (assuming Parent is not an “interested stockholder” under Section 203 of the Articles of Merger with the Secretary of State of the State of MinnesotaDGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the Amendment Date, the Board of Directors of the Company has unanimously (among the directors present and voting) resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ rights generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law or in equity (the “Bankruptcy and Equity ExceptionRemedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined)Merger Approval, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders board of directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except and, except for the Company Shareholder Merger Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaIndiana, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the transactions contemplated hereby, including the Merger, advisable and determined that such transactions are in the best interests of the Company and its shareholders (other than the holders of shares of Company Common Stock that are to be cancelled as described in Section 2.01(a)). Subject to Section 5.02(c) and Section 5.03, the board of directors of the Company, based on the unanimous recommendation of the Special Committee, has unanimously, by resolutions duly adopted at a meeting duly called and held, (i) duly and validly approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are in the best interests of, the Company and its shareholders, and (iii) recommended in accordance with the IBCL that the Company’s shareholders vote in favor of adoption of this Agreement (the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent Parent, Merger Sub and Merger Subthe Contributing Shareholders, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such as enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”)Enforceability Exemptions.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Stockholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholdersstockholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and therebyAgreement, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, and (iii) resolved, subject to Section 5.3, resolved to recommend that the shareholders stockholders of the Company approve the adoption of this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders stockholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Stockholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaDelaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application affecting Laws, now or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles equitable principles. The Company does not have any “poison pills”, stockholder rights plans or agreements, or similar rights, except upon its adoption of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy Rights Plan contemplated by Sections 3.20 and Equity Exception”)5.15.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Stockholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized by the Board of Directors of the Company, including acting upon the Mergerunanimous recommendation of the Special Committee, and, except for (i) the Company Stockholder Approval and (iiiii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaConnecticut, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each of the Board of Directors of the Company (with 2 directors abstaining) and the Special Committee of the Board of Directors has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (including the Special Committee’s recommendation, the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt adoption of this Agreement by holders of a majority of the outstanding shares of Company Shareholder Approval Common Stock entitled to vote thereon (as hereinafter definedthe “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance by the Company of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, have been duly and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of validly authorized by the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration Board of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except Directors and, except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaStockholder Approval, no other corporate proceedings on the part of the Company or vote of the Company’s stockholders are necessary to authorize the consummation of the transactions contemplated hereby, including the Merger. The Company Board of Directors has unanimously (i) resolved to recommend that the Company’s stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are fair to and in the best interests of the Company’s stockholders, (iii) approved this Agreement and the Merger and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ creditor’s rights generally and (ii) is subject to general principles the availability of equity, whether considered in a proceeding at law or in equity equitable relief and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined)Stockholder Approval, to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholdersTransactions, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements . The execution and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby Transactions have been duly and thereby, including the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of validly authorized by the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted Board, acting unanimously, and, except for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaDelaware, no other corporate proceedings on the part of the Company or the Company Subsidiary are necessary to authorize the consummation of the transactions contemplated herebyTransactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, at a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions, including the Merger, are advisable, and fair to and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL and (iii) resolved to recommend that the Company’s stockholders approve the adoption of this Agreement (such recommendation, the “Company Board Recommendation”) and to include the Company Board Recommendation in the Proxy Statement, in each case subject to Section 5.2. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other or similar laws Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general equitable principles of equity, whether considered in a proceeding at law or in equity general applicability (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholdersshareholders (other than holders of Shares that are affiliates of Parent), and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and therebyAgreement, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve the adoption of this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaDelaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Each Seller Entity has the requisite corporate or limited liability company power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company and its shareholdersa party, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including have been duly and validly authorized by all necessary action on the Mergerpart of each Seller Entity, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate or limited liability company proceedings on the part of such Seller Entity (including, for the Company avoidance of doubt, the vote or approval of the equity owners thereof) are necessary to authorize or execute this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by the Company each Seller Entity and, assuming this Agreement constitutes due execution and delivery thereof by Buyer, constitutes, and each of the other Transaction Documents to which it is a party will constitute, upon the due and valid execution and delivery thereof by Buyer and any other parties thereto, the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Companysuch Seller Entity, enforceable against the Company it in accordance with its terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and or general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”or at Law).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defineddefined in SECTION 4.5), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized by the Board, including acting upon the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders unanimous recommendation of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except Special Committee, and, except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaApproval, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each member of the Board (with the Chairman of the Board abstaining) and the Special Committee of the Board has unanimously resolved to recommend that the Company's shareholders approve this Agreement and the transactions contemplated hereby (including the Special Committee's recommendation, the "RECOMMENDATION"). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Subthe Buyer, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of or affecting creditors’ ' rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt adoption of this Agreement by holders of a majority of the outstanding shares of Company Shareholder Approval Common Stock entitled to vote thereon (as hereinafter definedthe “Requisite Company Stockholder Approval”), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance by the Company of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, have been duly and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of validly authorized by the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except Board and, except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaStockholder Approval, no other corporate proceedings on the part of the Company or vote of the stockholders of the Company are necessary to authorize the consummation of the transactions contemplated hereby, including the Merger. The Company Board has unanimously (i) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the stockholders of the Company, (iii) approved this Agreement, and the Merger, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application Applicable Laws affecting or relating to the enforcement of creditors’ creditor’s rights generally and (ii) is subject to general principles the availability of equity, whether considered in a proceeding at law or in equity equitable relief (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and, (subject to the receipt of the Company Shareholder Approval (as hereinafter defined), Stockholder Approval) and to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized by the Company Board of Directors and, including except for (i) in the case of the Merger, approval of this Agreement by the holders of a majority of the Shares entitled to be cast as required by the DGCL and (iiiii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaDelaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger SubPurchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (or at Law) and any implied covenant of good faith and fair dealing. In case of the “Bankruptcy Merger, the Stockholder Approval is the only vote of the holders of any class or series of the Company’s securities necessary to approve this Agreement and Equity Exception”)the Merger as required by the DGCL.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined)Stockholder Approval, to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders Board of Directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except and, except for the Company Shareholder Stockholder Approval and the filing (assuming Parent is not an “interested stockholder” under Section 203 of the Articles of Merger with the Secretary of State of the State of MinnesotaDGCL), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the Second Amendment Date, the Board of Directors of the Company has unanimously (among the directors present and voting) resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ rights generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law or in equity (the “Bankruptcy and Equity ExceptionRemedies Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite the corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance approval of this Agreement and the Plan Merger by the holders of a majority of the outstanding shares of (i) Common Stock and Series B Convertible Preferred Stock voting together, (ii) the Series A Convertible Preferred Stock voting separately as a class, and (iii) the Series B Convertible Preferred Stock voting separately as a class (collectively such votes are referred to as the “Stockholder Approval”), to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders board of directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined)Company. Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no No other corporate proceedings on the part of the Company Company, other than obtaining Stockholder Approval in accordance with the NJCA, the certificate of incorporation and the bylaws of the Company, are necessary to authorize the consummation of the transactions contemplated herebyhereby on behalf of the Company. This Agreement has been duly and validly executed and delivered by the Company and, subject to Stockholder Approval and approval by the NASD and any other required Governmental Authorities, and assuming this Agreement constitutes the a valid and binding agreement of Parent and Merger Subthe other parties hereto, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws of general application affecting now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, equity (regardless of whether enforceability is considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”equity).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt adoption of this Agreement by holders of a majority of the outstanding shares of Company Shareholder Approval Common Stock entitled to vote thereon (as hereinafter definedthe "Company Stockholder Approval"), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance by the Company of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, have been duly and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of validly authorized by the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration Board of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except Directors and, except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaStockholder Approval, no other corporate proceedings on the part of the Company or vote of the Company stockholders are necessary to authorize the consummation of the transactions contemplated hereby, including the Merger. The Company Board of Directors has unanimously, subject to Section 5.3, (i) resolved to recommend that the Company stockholders adopt this Agreement (the "Company Recommendation"), (ii) determined that this Agreement and the Merger are fair to and in the best interests of the Company stockholders, (iii) approved this Agreement and the Merger and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ creditor's rights generally and (ii) is subject to general principles the availability of equity, whether considered in a proceeding at law or in equity equitable relief and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity Exception”"Enforceability Exceptions").

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company and its shareholdersa party, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including have been duly and validly authorized by all necessary corporate action on the Mergerpart of Seller, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of Seller (including, for the Company avoidance of doubt, the vote or approval of the stockholders of Seller) are necessary to authorize this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the other Transaction Documents to which it is a party have been duly and validly executed and delivered by the Company Seller and, assuming this Agreement constitutes due execution and delivery by Buyer and the other parties thereto, constitute the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its their terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to to, in the case of the consummation of the Merger, receipt of the Company Shareholder Approval (as hereinafter defined)Stockholder Approval, to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders Board of Directors of the Company approve this Agreement and and, except in the Plan (the “Recommendation”) and directed that such matter be submitted for consideration case of the shareholders consummation of the Company at the Company Meeting (as hereinafter defined). Except Merger for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaStockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has resolved, by the unanimous vote of the directors present at a meeting duly called at which a quorum of the Board of Directors of the Company was present, to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application affecting Laws, now or hereafter in effect, relating to the enforcement of creditors’ rights generally and (ii) is equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity, whether considered in a the court before which any proceeding at law or in equity (the “Bankruptcy and Equity Exception”)therefor may be brought.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Stockholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company execution and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance of this Agreement and the Plan and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized by the Board of Directors of the Company, including acting upon the Mergerunanimous recommendation of the Special Committee, and, except for (i) the Company Stockholder Approval and (iiiii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles Certificate of Merger with the Secretary of State of the State of MinnesotaKansas, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. As of the date hereof, each of the Board of Directors of the Company (with 3 directors abstaining) and the Special Committee of the Board of Directors has unanimously resolved to recommend that the Company’s stockholders approve this Agreement and the transactions contemplated hereby (including the Special Committee’s recommendation, the “Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt adoption of this Agreement by holders of a majority of the outstanding shares of Company Shareholder Approval Common Stock entitled to vote thereon (as hereinafter definedthe “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance by the Company of this Agreement and the Plan and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, have been duly and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of validly authorized by the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration Board of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except Directors and, except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of MinnesotaStockholder Approval, no other corporate proceedings on the part of the Company or vote of the Company stockholders are necessary to authorize the consummation of the transactions contemplated hereby, including the Merger. The Company Board of Directors has unanimously, subject to Section 5.3, (i) resolved to recommend that the Company stockholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Merger are fair to and in the best interests of the Company stockholders, (iii) approved this Agreement and the Merger and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the legal, valid and binding agreement of the Company, Company and is enforceable against the Company in accordance with its terms, except that as such enforceability (i) enforcement may be limited by subject to applicable bankruptcy, reorganization, fraudulent conveyance, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general application Laws affecting or relating to the enforcement of creditors’ creditor’s rights generally and (ii) is subject to general principles the availability of equity, whether considered in a proceeding at law or in equity equitable relief and any implied covenant of good faith and fair dealing (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company a party and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including thereby have been duly and validly authorized by all necessary action on the Merger, part of Buyer and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement and the other Transaction Documents each constitutes the valid and binding agreement of Parent Seller, this Agreement and Merger Sub, constitutes each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement agreements of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally generally, and general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”or at Law).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company and its shareholdersa party, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, including have been duly and validly authorized by all necessary corporate action on the Mergerpart of Seller, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of Seller (including, for the Company avoidance of doubt, the vote or approval of Seller Shareholder) are necessary to authorize this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming this Agreement constitutes due execution and delivery by Buyer and the other parties thereto, constitutes, and each of the other Transaction Documents to which it is a party will constitute, upon the due and valid execution and delivery thereof by Seller and Buyer and any other parties thereto, the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company has requisite the corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval (as hereinafter defined), to consummate the transactions contemplated hereby. The Board of Directors of the Company at a duly held meeting has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and the transactions contemplated hereby and thereby, (ii) approved the execution, delivery and performance approval of this Agreement and the Plan Merger by the holders of a majority of the outstanding shares of (i) Common Stock and Series B Convertible Preferred Stock voting together, (ii) the Series A Convertible Preferred Stock voting separately as a class, and (iii) the Series B Convertible Preferred Stock voting separately as a class (collectively such votes are referred to as the "Stockholder Approval"), to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and thereby, including validly authorized by the Merger, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders board of directors of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined)Company. Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no No other corporate proceedings on the part of the Company Company, other than obtaining Stockholder Approval in accordance with the NJCA, the certificate of incorporation and the bylaws of the Company, are necessary to authorize the consummation of the transactions contemplated herebyhereby on behalf of the Company. This Agreement has been duly and validly executed and delivered by the Company and, subject to Stockholder Approval and approval by the NASD and any other required Governmental Authorities, and assuming this Agreement constitutes the a valid and binding agreement of Parent and Merger Subthe other parties hereto, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) enforcement hereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws of general application affecting now or hereafter in effect relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, equity (regardless of whether enforceability is considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”equity).

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Buyer has all requisite corporate power company powers and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company a party and its shareholders, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including thereby have been duly and validly authorized by all necessary company action on the Merger, part of Buyer and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate company proceedings on the part of the Company Buyer are necessary to authorize the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has and each of the other Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by the Company Buyer and, assuming this Agreement and the other Transaction Documents constitutes the valid and binding agreement of Parent Seller and Merger Subthe other parties thereto, constitutes this Agreement and each of the other Transaction Documents to which Buyer is a party constitute the valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) The Company Seller has the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to receipt and each of the Company Shareholder Approval (as hereinafter defined)other Transaction Documents to which it is a party, to consummate the transactions contemplated hereby. The Board of Directors perform its obligations under this Agreement and each of the Company at a duly held meeting has unanimously (i) determined that other Transaction Documents to which it is in the best interests of the Company and its shareholdersa party, and declared it advisable, to enter into this Agreement including the Merger, the Plan, the Voting Agreements and consummate the transactions contemplated hereby and thereby, (ii) approved the . The execution, delivery and performance of this Agreement and each of the Plan other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including have been duly and validly authorized by all necessary corporate action on the Mergerpart of Seller, and (iii) resolved, subject to Section 5.3, to recommend that the shareholders of the Company approve this Agreement and the Plan (the “Recommendation”) and directed that such matter be submitted for consideration of the shareholders of the Company at the Company Meeting (as hereinafter defined). Except for the Company Shareholder Approval and the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, no other corporate proceedings on the part of Seller (including, for the Company avoidance of doubt, the vote or approval of the stockholders of Seller) are necessary to authorize this Agreement and each of the consummation of other Transaction Documents to which it is a party, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming this Agreement constitutes due execution and delivery by Buyer and the other parties thereto, constitutes, and each of the other Transaction Documents to which it is a party will constitute, upon the due and valid execution and delivery thereof by Seller and Buyer and any other parties thereto, the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except that to the extent such enforceability (i) enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and generally, general equitable principles (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy or at Law) and Equity Exception”)any implied covenant of good faith and fair dealing.