AMENDMENT NO. 2 TO ACQUISITION AGREEMENT
This AMENDMENT NO. 2 TO ACQUISITION AGREEMENT (this “ Amendment No. 2 ”) dated as of
October 11, 2001, is among Zebra Technologies Corporation, a Delaware corporation (“ Parent ”), Rushmore
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), and
Fargo Electronics, Inc., a Delaware corporation (the “ Company ”).
Parent, Merger Sub and the Company are parties to an Acquisition Agreement, dated as of July 31, 2001 (the “
Acquisition Agreement ”), pursuant to which and subject to the conditions set forth therein, (i) Merger Sub has
commenced a tender offer to purchase all outstanding shares of Company Common Stock (as defined in the
Acquisition Agreement) and (ii) following the consummation of the cash tender offer, Merger Sub will merge with
and into the Company.
Parent, Merger Sub and the Company entered into an Amendment No. 1 to the Acquisition Agreement on
August 30, 2001 in connection with the settlement of a lawsuit filed by James Stewart in District Court, Fourth
Judicial District, County of Hennepin, State of Minnesota on August 13, 2001 against the Company, members of
the Company’s board of directors and Parent.
In connection with the transaction, Parent received a request for additional information received from the Federal
Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”). Parent
and the Company have responded to this request and the parties continue to work with the Federal Trade
Commission to seek termination or expiration of the waiting period under the HSR Act.
Parent, Merger Sub and the Company desire to enter into this Amendment No. 2 to (1) revise the termination
provisions to move back the date on which will begin the time period within which the Company will have the
right to terminate the Acquisition Agreement as a result of a failure to receive clearance under the HSR Act and