AGREEMENT AND PLAN OF MERGER by and among LANCE, INC., LIMA MERGER CORP. and SNYDER’S OF HANOVER, INC. July 21, 2010Merger Agreement • July 27th, 2010 • Lance Inc • Cookies & crackers • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into as of July 21, 2010, by LANCE, INC., a North Carolina corporation (“Lance”), LIMA MERGER CORP., a Pennsylvania corporation and a wholly owned Subsidiary of Lance (“Merger Sub”), and SNYDER’S OF HANOVER, INC., a Pennsylvania corporation (“Snyder’s”).
STANDSTILL AGREEMENT July 21, 2010Standstill Agreement • July 27th, 2010 • Lance Inc • Cookies & crackers • Pennsylvania
This Standstill Agreement, dated as of July 21, 2010 (this “Agreement”), is by and among Lance, Inc., a North Carolina corporation (“Lance”), Michael A. Warehime, individually (“MAW”) and Patricia A. Warehime, individually (“PAW”).
VOTING AGREEMENTVoting Agreement • July 27th, 2010 • Lance Inc • Cookies & crackers • Pennsylvania
This VOTING AGREEMENT dated as of July 21, 2010 (this “Agreement”) is by and among LANCE, INC., a North Carolina corporation (“Lance”) and Michael A. Warehime, individually (“MAW”), Patricia A. Warehime, individually (“PAW”) and Charles E. Good (“CEG”) in his capacity as: Trustee for the Elizabeth Ann Warehime Trust dated 12/21/92; Trustee for the Elizabeth Ann Warehime Trust dated 12/31/90; Trustee for the Michael A. Warehime 2010 Trust FBO Harrison Michael Rupp; Trustee for the Michael A. Warehime 2010 trust FBO Margaret Ann Mininger; Trustee for the Michael A. Warehime 2010 GRAT; Trustee for the Michael A. Warehime SOH GRAT; Vice President with the authority to vote the shares held by Warehime Enterprises, Inc. and Vice President with the authority to vote the shares held by MAW Associates, LP (the “CEG Entities”).
