AGREEMENT AND PLAN OF MERGER BY AND AMONG ROSALIA CAPITAL LLC MANDAN ACQUISITION CORP. AND MOD-PAC CORP. DATED AS OF APRIL 11, 2013Merger Agreement • April 15th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 11, 2013, is entered into by and among Rosalia Capital LLC, a Delaware limited liability company ("Parent"), Mandan Acquisition Corp., a New York corporation and wholly owned subsidiary of Parent ("Merger Sub"), and MOD-PAC CORP., a New York corporation (the "Company" and, together with Parent and Merger Sub, the "Parties"). Certain capitalized terms used in this Agreement are used as defined in Section 8.11.
ROLLOVER AGREEMENTRollover Agreement • April 15th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of April 11, 2013, by and among LeCaron Enterprises Corp., a Delaware corporation ("Family Corp."), and the shareholders (“Family Shareholders”) of MOD-PAC CORP., a New York corporation (“Mod-Pac”), listed on Annex A attached hereto.
FORM OF VOTING AGREEMENTVoting Agreement • April 15th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
This VOTING AGREEMENT (this “Agreement”), dated as of April 11, 2013, is entered into by and among MOD-PAC CORP., a New York corporation (the “Company”), LeCaron Enterprises Corp., a Delaware corporation ("Family Corp"), Rosalia Capital LLC, a Delaware limited liability company ("Parent"), and each of the shareholders of the Company listed on Annex A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
LIMITED GUARANTEELimited Guarantee • April 15th, 2013 • Mod Pac Corp • Paperboard containers & boxes
This Limited Guarantee (this "Guarantee") is made as of April 11, 2013, by Daniel G. Keane ("Guarantor"), in favor of Mod-Pac Corp., a New York corporation (the "Company").
