VOTING AGREEMENTVoting Agreement • August 14th, 2024 • Kellanova • Grain mill products • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024, among Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), and the W.K. Kellogg Foundation Trust, a Michigan charitable trust for the sole benefit of the W.K. Kellogg Foundation (the “Foundation”) (“Stockholder”), a stockholder of Kellanova, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among KELLANOVA, ACQUIROR 10VB8, LLC, MERGER SUB 10VB8, LLC and (solely for the purposes of Section 6.2(b), Section 6.5, Section 6.18 and Section 9.15) MARS, INCORPORATED Dated as of August 13, 2024Merger Agreement • August 14th, 2024 • Kellanova • Grain mill products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2024, is by and among Kellanova, a Delaware corporation (the “Company”), Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), Merger Sub 10VB8, LLC, a Delaware limited liability company and direct or indirect wholly owned Subsidiary of Acquiror (“Merger Sub”), and, solely for the purposes of Section 6.2(b), Section 6.5, Section 6.18 and Section 9.15, Mars, Incorporated, a Delaware corporation (“Parent”). Parent (solely for the purposes of Section 6.2(b), Section 6.5, Section 6.18 and Section 9.15), Acquiror, Merger Sub and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
VOTING AGREEMENTVoting Agreement • August 14th, 2024 • Kellanova • Grain mill products • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 (the “Effective Date”), among (i) Acquiror 10VB8, LLC, a Delaware limited liability company (“Acquiror”), (ii) each of (a) Gund Family Twelfth Investment Partnership, a New Jersey general partnership, (b) Gund Family Thirteenth Investment Partnership, a New Jersey general partnership, (c) G. Zachary Gund Article III, LLC, a Massachusetts limited liability company, (d) GCG Investments, LLC, a Massachusetts limited liability company, (e) Dionis Trust by and through the trustees of Dionis Trust, solely in their capacities as such, and (f) the Marital Trust for Gordon Gund by and through the trustees of the Marital Trust for Gordon Gund, solely in their capacities as such (each of (a) through (f), a “Stockholder,” and, collectively, the “Stockholders”), in such Stockholder’s capacity as a stockholder of Kellanova, a Delaware corporation (the “Company”).
