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 14th, 2013 • Evans Hugh D • 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 14th, 2013 • Evans Hugh D • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • November 14th, 2013 • Evans Hugh D • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.01 per share, of Anaren, Inc. and further agree that this Agreement be included as an exhibit thereto.
