AGREEMENT AND PLAN OF MERGER by and among: ANVC HOLDING CORP., a Delaware corporation, ANVC MERGER CORP., a New York corporation, and ANAREN, INC., a New York corporation Dated November 4, 2013Merger Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This Agreement and Plan of Merger ("Agreement") is made and entered into as of November 4, 2013, by and among: ANVC Holding Corp., a Delaware corporation ("Parent"), ANVC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Anaren, Inc., a New York corporation (the "Company"). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
VOTING AGREEMENT by and among ANVC Holding Corp. and the Shareholders named herein dated as of November 4, 2013Voting Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This Voting Agreement (this “Agreement”) is entered into as of November 4, 2013, by and among ANVC Holding Corp., a Delaware corporation (“Parent”) and the undersigned shareholders (each a “Shareholder” and collectively, the “Shareholders”) of Anaren, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 4, 2013, by and among Parent, ANVC Merger Corp., a New York corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
AMENDMENT No.1 SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 1 TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment No. 1”), dated as of November 1, 2013, between ANAREN, INC., a New York corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
