Agreement and Plan of Merger and ReorganizationMerger Agreement • October 28th, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of October 27, 2015 (the “Agreement Date”), by and among Snyder’s-Lance, Inc., a North Carolina corporation (“Parent”), Shark Acquisition Sub I, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Shark Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub, “Merger Subs”), and Diamond Foods, Inc., a Delaware corporation (the “Company” and, collectively, the “Parties”).
FORM OF PARENT STOCKHOLDER VOTING AGREEMENTParent Stockholder Voting Agreement • October 28th, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Parent Stockholder Voting Agreement (this “Agreement”), dated as of October [27], 2015, by and between Diamond Foods, Inc., a Delaware corporation (the “Company”) and the stockholders listed on Exhibit A attached hereto (each, a “Stockholder”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
