EXECUTED A LOCK UP AGREEMENT IN THE FORM OF EXHIBIT E HERETO OR (II) SUCH
WARRANTS, SHARES, OPTIONS OR SHARES ISSUED UPON EXERCISE OF SUCH WARRANTS OR
OPTIONS ARE NOT EXERCISABLE BY THEIR TERMS DURING THE PERIOD COMMENCING ON THE
DATE HEREOF AND ENDING ON THE 180TH DAY FOLLOWING THE DATE OF THE PROSPECTUS, AS
SUCH PERIOD MAY BE EXTENDED PURSUANT TO THIS SECTION 3A(L), OR (B) FILE A
REGISTRATION STATEMENT ON FORM S-8 WITH RESPECT TO THE SHARES OF COMMON STOCK
SUBJECT TO THE STOCK OPTIONS ISSUED OR TO BE ISSUED PURSUANT TO ANY STOCK
OPTION, STOCK BONUS OR OTHER STOCK PLAN OR ARRANGEMENT DESCRIBED IN THE
PROSPECTUS, OR (C) ISSUE SHARES OF ITS COMMON STOCK OR OPTIONS TO PURCHASE ITS
COMMON STOCK TO THE EXTENT THE COMPANY IS REQUIRED TO DO SO IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY EACH OF THE NOTE CONTRIBUTION AND EXCHANGE
AGREEMENT, DATED AS OF APRIL 4, 2005 (FILED AS EXHIBIT 2.3 TO THE REGISTRATION
STATEMENT) AND THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 4, 2005
(FILED AS EXHIBIT 2.1 TO THE REGISTRATION STATEMENT).
NOTWITHSTANDING THE
FOREGOING, IF (X) DURING THE LAST 17 DAYS OF THE 180-DAY RESTRICTED PERIOD THE
COMPANY ISSUES AN EARNINGS RELEASE OR MATERIAL NEWS OR A MATERIAL EVENT RELATING
TO THE COMPANY OCCURS, OR (Y) PRIOR TO THE EXPIRATION OF THE 180-DAY RESTRICTED
PERIOD, THE COMPANY ANNOUNCES THAT IT WILL RELEASE EARNINGS RESULTS DURING THE
16-DAY PERIOD BEGINNING ON THE LAST DAY OF THE 180-DAY PERIOD, THE RESTRICTIONS
IMPOSED IN THIS CLAUSE SHALL CONTINUE TO APPLY UNTIL THE EXPIRATION OF THE
18-DAY PERIOD BEGINNING ON THE ISSUANCE OF THE EARNINGS RELEASE OR THE
OCCURRENCE OF THE MATERIAL NEWS OR MATERIAL EVENT.
24
(M)
FUTURE REPORTS TO THE REPRESENTATIVES.
DURING THE PERIOD OF FIVE YEARS
HEREAFTER THE COMPANY WILL FURNISH TO THE REPRESENTATIVES AT 800 NICOLLET MALL,
MINNEAPOLIS, MN 55402 ATTENTION: EQUITY CAPITAL MARKETS: (I) AS SOON AS
PRACTICABLE AFTER THE END OF EACH FISCAL YEAR, COPIES OF THE ANNUAL REPORT OF
THE COMPANY CONTAINING THE BALANCE SHEET OF THE COMPANY AS OF THE CLOSE OF SUCH
FISCAL YEAR AND STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR
THE YEAR THEN ENDED AND THE OPINION THEREON OF THE COMPANY'S INDEPENDENT PUBLIC
OR CERTIFIED PUBLIC ACCOUNTANTS; (II) AS SOON AS PRACTICABLE AFTER THE FILING
THEREOF, COPIES OF EACH PROXY STATEMENT, ANNUAL REPORT ON FORM 10-K, QUARTERLY
REPORT ON FORM 10-Q, CURRENT REPORT ON FORM 8-K OR OTHER REPORT FILED BY THE
COMPANY WITH THE COMMISSION, THE NASD OR ANY SECURITIES EXCHANGE; AND (III) AS
SOON AS AVAILABLE, COPIES OF ANY REPORT OR COMMUNICATION OF THE COMPANY MAILED
GENERALLY TO HOLDERS OF ITS CAPITAL STOCK; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL NOT BE REQUIRED TO FURNISH COPIES OF SUCH REPORTS, DOCUMENTS OR
COMMUNICATIONS THAT ARE FILED WITH THE COMMISSION AND AVAILABLE THROUGH EDGAR.
(N)
INVESTMENT LIMITATION.
THE COMPANY SHALL NOT INVEST, OR OTHERWISE USE THE
PROCEEDS RECEIVED BY THE COMPANY FROM ITS SALE OF THE COMMON SHARES,