Common use of TABLE OF EXHIBITS Clause in Contracts

TABLE OF EXHIBITS. Exhibit A Family Shareholders Exhibit B Form of Voting Agreement Exhibit C Form of Limited Guarantee Exhibit D Form of Certificate of Incorporation of the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 11, 2013, is entered into by and among Xxxxxxx 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.

TABLE OF EXHIBITS. Exhibit A Family Shareholders – Definitions Exhibit B – Milestones Exhibit C – Layout of Project Exhibit D – Final Drawings & Specifications Exhibit E – AES Safety and Security Standards Exhibit E-1 – Seller’s Security and Safety Procedures Exhibit F – Form of Voting Agreement Monthly Report Exhibit C G – Approved Subcontractors Exhibit H – Insurance Requirements Exhibit I – Commissioning Exhibit J-1 – Performance Tests Exhibit J-2 – Performance Test Procedures Exhibit K – Warranty Requirements Exhibit L – Notices Exhibit M – Form of Limited Guarantee Assignment of ProjectCo Interests Exhibit D Form N – Reserved Exhibit O – Critical Path Project Schedule Exhibit P - Critical Milestones Exhibit Q – Critical Path Project Schedule Exhibit R – Milestones Exhibit S – Reserved Exhibit T – Project Site Exhibit U –Purchaser Guaranty Exhibit V – Seller Guaranty Exhibit W – Seller Irrevocable Letter of Certificate of Incorporation of the Surviving Corporation Credit Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS X– Tier I IFRs Defined Terms 1933 Act A Acceptable Credit Rating 89 Acceptable Guarantor 89 AES Safety and Security Standards 18 AESI 1 Affiliate 54 Excluded Shares 55 89 Agreed Amount 70 Agreement 1 Expenses 56 Ancillary Allocation Schedule 76 Applicable Laws and Regulations Approval Deadline 89 As-Built Survey 89 Assets 89 Assignment of ProjectCo Interests 90 Assumed Liabilities 90 B Base Purchase Price 90 Basket 71 Battery Capacity 1 90 Battery Components Supplier 90 Battery Equipment 22 90 Battery Equipment Agreement 90 Battery Equipment Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy 22 XXXX 90 XXXX XX Efficiency 90 XXXX XX Efficiency Test 90 XXXX XX Efficiency Test Cure Period 43 XXXX XX Efficiency Test Procedures 90 XXXX Storage Capacity 90 XXXX Storage Capacity Liquidated Damages Amount 90 XXXX Storage Capacity Test 91 XXXX Storage Capacity Test Procedures 91 Books and Equity Exception 13 Family Stock 1 Board Records 91 Business Day 91 C Cap 71 Capacity Test Cure Period 42 CEII 87 CFIUS 91 CFIUS/HSR Regulatory Approvals 91 Change in Tax Law 91 Change of Directors 1 FCPA 17 Book-Entry Shares 3 Control 92 Change Order 92 Claim 70 Claim Notice 70 Claimed Amount 70 Closing 6 Closing Date 6 Code 92 Commercially Reasonable 92 Commercially Reasonable Efforts 92 Commissioning Plan 92 Complete Project Permits 57 Compliance Xxxxx 92 Compliance Breach Confidential Information 86 Consent 93 Contaminant 93 Contested Amount Contract 93 Contract for Differences Contract Price Credit Rating Credit Support Critical Milestones Critical Path Project Schedule 93 D Daily Delay Liquidated Damages 93 Data Room Day 93 93 Delay Liquidated Damages 42 Design Package 16 Design Schedule Designated Person 66 Detect Disclosure Schedules Dispute 80 Diverse Supplier Spend 94 Draft Pro Forma Policy E Electrical Interconnection Point 94 Employee Benefit Plan 94 Environmental Attributes Environmental Cap Environmental Law Environmental Representations 95 EPC Agreement EPC Contractor 95 EPC Holdback 95 ERISA 95 ESA 95 Estimated Interconnection Costs 95 Excluded Assets 95 Excluded Assets Transfer, Assignment and Assumption Agreement 9 Excluded Liabilities 95 Excluded Liabilities Transfer, Assignment and Assumption Agreement 9 Excusable Event 96 Executives 80 Exempt Wholesale Generator 96 Expiration Date 96 F FAA 96 Federal Power Act 96 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 Agreements 96 FERC 96 FERC Regulatory Filing 63 Final XXXX XX Efficiency Test 96 Final XXXX Storage Capacity Liquidated Damages Final XXXX Storage Capacity Shortfall Final XXXX Storage Capacity Test Final Completion Final Completion Date 38 Final Completion Payment Final Drawings & Specifications Financial Statements 60 Force Majeure Forced Labor 66 Forced Labor Laws 97 Fraud-Type Claims 97 Functional Test 97 Fundamental Representations G GAAP 14 Business Day 55 98 Gen-Tie Line 98 Gen-Tie Line Agreements 98 Good Industry Practice 98 Government Official 98 Governmental Approvals 14 Capitalization Authority 98 Guaranteed XXXX XX Efficiency 98 Guaranteed XXXX Storage Capacity 98 Guaranteed Project Substantial Completion Date 11 Governmental Entity 14 98 Guarantor 98 Guaranty 98 H Hazardous Material HSR Act 99 I IFR Design Package 15 IFR Drawings & Specifications 99 Indebtedness 99 Indemnified Party 70 Indemnifying Party Independent Engineer 30 Independent Engineer’s Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 99 Initial XXXX XX Efficiency Liquidated Damages 99 Initial XXXX XX Efficiency Shortfall 99 Initial XXXX XX Efficiency Test 100 Initial XXXX Storage Capacity Liquidated Damages 100 Initial XXXX Storage Capacity Shortfall 100 Initial XXXX Storage Capacity Test 100 Insurance Policies 26 Company 1 58 Intellectual Property 56 Company Benefit Plan 20 Rights 100 Interconnection Agreement 100 Interconnection Facilities 100 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Party Investment Grade Rated Entity 100 Investment Grade Rating 100 ITC 100 L Later-Acquired Project Real Property 100 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 100 Lenders/Investors 100 Liability 101 Lien 101 Losses 68 LWA 101 M Made Available 101 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent 101 Material Project Contract 102 Mechanical Completion 35 Milestone 102 Minimum XXXX XX Efficiency 102 Minimum XXXX Storage Capacity 102 Minimum Performance Test Requirements 102 MISO 102 MISO Tariff 102 Modeled Capacity Rating 102 Xxxxx’x 102 Mutual Closing Conditions Precedent 12 MW 102 MWh 102 N NAR 102 NERC 102 Non-Acceleration Justification 28 Non-Compliance Comments 15 Non-Critical Deficiency 102 Notice 82 Notice of Project Substantial Completion 37 NTP Date 103 O Order 103 Organizational Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 103 OSHA Recordable Case 103 OSHA Recordable Cases 103 P Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Party 1 Performance Standard 103 Performance Test 103 Performance Test Report 34 Performance Test Results 34 Permits 103 Permitted Liens 103 Person 104 Pre-Closing Tax Period 104 Preliminary Drawings & Specifications 104 Pro Forma Title Policy 10 Proceeding 104 Prohibited Payment Fund 7 Exchange Act 55 66 Prohibited Transaction 66 Project Activities 104 Project Assets 104 Project Closing Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 56 Project Contracts 22 Project Easements 105 Project Facilities 105 Project Hardware 105 Project Improvement Property 105 Project Layout 14 Project Real Property 19 Takeover Proposal 42 105 Project Required Property 105 Project Site 105 Project Substantial Completion 105 Project Substantial Completion Date 37 ProjectCo ProjectCo Interests ProjectCo Permits 106 Prudent Industry Practices 106 Punch List 107 Punch List Holdback 32 Purchase Price Purchaser 1 Purchaser Closing Conditions Precedent 9 Purchaser Credit Support 107 Purchaser Default 78 Purchaser Guarantor 107 Purchaser Guaranty 107 Purchaser Indemnified Party 68 Purchaser Letter of Credit 107 Purchaser Pre-Closing Obligations 3 Purchaser Pre-Closing Termination Notice 3 Purchaser’s Representative 29 Q Qualified Issuer 107 Qualified Operator 107 R Real Property Leases 19 Agreement Counterparty 108 Real Property Agreements 108 Recovery Plan 31 Release 108 Remaining Permits 57 Renewable Energy Credits 108 Reports and Studies 108 Requirements 13 Response Notice 70 S S&P 108 Scope of Work 108 Seller 1 Seller Default 77 Seller Guarantor 108 Seller Guaranty 108 Seller IA Facilities 108 Seller Indemnified Party 69 Seller Letter of Credit 108 Seller Pre-Closing Obligations 2 Seller Pre-Closing Termination Notice Seller Punch List Items Seller’s Closing Conditions Precedent Seller’s Knowledge 109 Seller’s Representative 18 Serial Defect Serial Injury 109 Signing Date 1 State Regulatory Agency 109 State Regulatory Approval 109 State Regulatory Target Filing Date 29 State Renewable Energy Incentives 109 Straddle Period 110 Subcontractor 110 Successfully Run 110 Support and Affiliate Obligations 110 Survey 110 T Tariff 110 Tax 59 Related Person 58 110 Tax Equity Date 110 Tax Equity Investment Documents 20 Tax Equity Investor 111 Tax Representations 111 Tax Return 59 Release 58 111 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx110 Technical Dispute 111 Testing Non-Xxxxx Act 16 Compliance Comments 34 Testing Plan Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Claim 72 Third Party Claim Response Period 72 Third Party Consents 111 Third Party Tax Claim 75 Tier I Drawings & Specifications 111 Tier I IFRs 111 Title Curative Actions 111 Title Insurer 111 Title Policy Title Report Total Recordable Incident Rate 112 Transaction Documents 112 Transactions 112 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting 112 Transmission Owner 112 Transmission Owner Scope of Work 112 Transmission System 112 Treasury Regulations 112 U Unforeseeable Conditions 112 W Warranty Period 39 Warranty Service 39 Work 112 Punch List Completion Deadline 31 Membership Interest Purchase, Project Development and Construction Management Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER This Membership Interest Purchase, Project Development and Construction Management Agreement (this "“Agreement"), dated ”) is effective as of April 11[ ] [ ], 2013, is entered into [ ] (the “Signing Date”) by and among Xxxxxxx Capital LLCbetween [AESI DevCo], [a Delaware Delaware/an Indiana] limited liability company ("Parent"), Mandan Acquisition Corp., a New York corporation and wholly owned subsidiary of Parent ("Merger Sub"“Purchaser”), and MOD-PAC CORP.[Seller], a New York corporation [ ] limited liability company (“Seller”, and with Purchaser, each a “Party” and together 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.

TABLE OF EXHIBITS. Exhibit 1 Definitions Attachment 1-A Family Shareholders Common Terms and Acronyms Exhibit 2 Statements of Work Introduction Exhibit 2.1.2 Cross-Functional Services SOW Exhibit 2.5 Print Mail Services SOW Exhibit 3 Service Levels Attachment 3-A Service Levels Matrix Attachment 3-B SLA Definitions-Tools-Methodologies Attachment 3-C Critical Deliverables Attachment 3-D Service Level Examples Attachment 3-E Severity Levels Exhibit 4 Pricing and Financial Provisions Attachment 4-A Service Provider Pricing Forms Attachment 4-B Financial Responsibility Matrix Attachment 4-C Financial Base Case Attachment 4-D Resource Baselines Attachment 4-E Service Tier Matrix Attachment 4-F Form of Voting Invoice Exhibit 5 Human Resources Provisions Attachment 5-A Key Service Provider Personnel Attachment 5-B Personnel Projection Matrix Exhibit 6 Governance Model Attachment 6-A DIR Functional Organization Chart Attachment 6-B Service Management Manual Attachment 6-C Operating Level Agreement Requirements Exhibit 7 Sites Attachment 7-A DIR Facilities Attachment 7-B Service Provider Facilities Exhibit 8 Technical Solutions Attachment 8-A Technical Solution Exhibit 9 Current and Planned Projects Attachment 9-A Project List Exhibit 10 Assets Exhibit 11 Software Assets Exhibit 12 Third Party Contracts Attachment 12-A Third Party Software Attachment 12-B Third Party Service Contracts Attachment 12-C Third Party Equipment Contracts Exhibit 13 Reports Attachment 13-A Description of Reports Exhibit 14 Customer Satisfaction Surveys Exhibit 15 Business Continuity Planning Exhibit 16 IT Service Continuity Management Attachment 16-A Disaster Recovery Plan Exhibit 17 Safety and Security Attachment 17-A Data Security Attachment 17-B Physical Security Attachment 17-C Security Assessment Exhibit 18 Exceptions to DIR Rights Exhibit 19 Transition Plan Attachment 19-A Transition Plan Milestones Exhibit 20 Transformation Plan Attachment 20-A Transformation Plan Milestones Exhibit 21 Subcontractors Exhibit 22 Managed Third Parties Exhibit 23 Termination Assistance Services Exhibit 24 Insurance and Risk of Loss Exhibit 25 Form of Work Order Exhibit 26 Form of Source Code Escrow Exhibit 27 Form of Non-Disclosure Agreement Exhibit C 28 [Reserved] Exhibit 29 Form of Limited Guarantee Exhibit D Form of Certificate of Incorporation of Operating Level Agreement MASTER SERVICES AGREEMENT This Master Services Agreement (the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "MSA" or "Agreement"), dated as of April 11, 2013, ) is entered into as of the Effective Date by and among Xxxxxxx Capital LLCbetween the State of Texas, a Delaware limited liability company acting by and through the Texas Department of Information Resources ("ParentDIR"), Mandan Acquisition Corp.with its principal place of business at 000 Xxxx 00xx Xxxxxx, a New York corporation Xxxxx 0000, Xxxxxx, Xxxxx 00000, and wholly owned subsidiary of Parent Xerox Corporation ("Merger SubService Provider"), and MOD-PAC CORPwith a principal place of business at 0000 Xxxxxx Xxxxxx Xxxx., a New York corporation (the "Company" andXxxxx 000, together with Parent and Merger SubXxxxxx, the "Parties"). Certain capitalized terms used in this Agreement are used as defined in Section 8.11Xxxxx 00000.

TABLE OF EXHIBITS. Exhibit 1 T&T Plan Exhibit 2 Statement of Work Attachment 2-A Family Shareholders Exhibit Servers and Storage Services Attachment 2-B Managed Network Services Attachment 2-C Cross-Functional – Other Services Attachment 2-D Cross-Functional – Hardware and Software Services Attachment 2-E Cross-Functional – Service Support Services Attachment 2-F Cross-Functional – Service Delivery Services Attachment 2-G Enterprise Security Services Attachment 2-H Cross-Functional – Skytap Private Cloud Services Attachment 2-I Managed Services for Public Cloud Attachment 2-J Form of Voting Agreement Statement of Work Exhibit 3 Service Level Management Attachment 3-A Critical Service Levels and Key Measurements Attachment 3-B Service Level Matrix Attachment 3-C Form of Limited Guarantee Measuring Tools and Methodologies Attachment 3-D Post Mortem Document Exhibit 4 Fees Attachment 4-A1 Base Fees Attachment 4-A2 Resource Unit [****] Attachment 4-A3 Resource Unit Baselines Attachment 4-A4 Project Rate Card Attachment 4-A5 Termination Fees Attachment 4-A6 Maximum Adjustment Band and MRC Attachment 4-A7 Adjustment Band and Adjustment Band Resource Units Attachment 4-B Financial Responsibility Matrix Attachment 4-C Resource Units Attachment 4-D Form of Certificate of Incorporation of the Surviving Corporation Invoice Exhibit E 5 Customer Third Party Contracts Exhibit 6 Customer Software and Hardware Exhibit 7 Supplier Software and Hardware Exhibit 8 Service Locations Exhibit 9 Governance Attachment 9-A Committee Members Attachment 9-B Procedures Manual Attachment 9-C Severity Levels Exhibit 10 Reports Exhibit 11 Customer Architecture Exhibit 12 Customer Policies Attachment 12-A Information Security Requirements Attachment 12-B Drug Testing Requirements Exhibit 13 Business Continuity Plan Attachment 13-A Customer Disaster Recovery Plan Attachment 13-B Test Acceptance Criteria Checklist Exhibit 14 Form of ByNon-laws Disclosure and Assignment Agreement Attachment 14-A Business Conduct Guidelines Attachment 14-B IBM Confidentiality Agreement Exhibit 15 Termination Assistance Exhibit 16 Human Resources Provisions Exhibit 17 Planned Projects Exhibit 18 Customer Satisfaction Survey Attachment 18-A Sample SET/MET Discussion Document Exhibit 19 Intentionally Left Blank Exhibit 20 Facilities Use Terms Exhibit 21 Customer Competitors Exhibit 22 [****] Exhibit 23 Supplier Service Location Security Policies Attachment 23-A Data Center Security Policies Attachment 23-B Facilities Infrastructure Tour Process Exhibit 24 [****] Criteria Exhibit 25 [****] Exhibit 26 Supplier Competitors Exhibit 27 Form of Auditor Update Letter Exhibit 28 Supplier Confidential Information Pre-Approved for Disclosure Exhibit 29 Top Twenty Broker-Dealers Exhibit 30 Supplier Employee Screening Policies and Procedures Exhibit 31 Restricted Roles Exhibit 32 [****] Exhibit 33 [****] Exhibit 34 [****] 2019 MASTER SERVICES AGREEMENT This 2019 Master Services Agreement (the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated ) is made and entered into as of April 11December 31, 2013, is entered into 2019 (the "Effective Date") by and among between INTERNATIONAL BUSINESS MACHINES CORPORATION, with offices at Xxx Xxxxxxx Capital LLCXxxx, a Delaware limited liability company Xxxxxx, Xxx Xxxx 00000 ("Parent"), Mandan Acquisition Corp., a New York corporation and wholly owned subsidiary of Parent ("Merger SubSupplier Party"), and MOD-PAC CORPBROADRIDGE FINANCIAL SOLUTIONS, INC., a New York corporation with offices at 0 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company" and, together with Parent and Merger Sub, the "PartiesCustomer Party"). Certain capitalized terms used in this Agreement are used as defined in Section 8.11.

TABLE OF EXHIBITS. Exhibit 1 Definitions Attachment 1-A Family Shareholders Common Terms and Acronyms Exhibit 2 Statements of Work Introduction Exhibit 2.1.2 Cross-Functional Services SOW Exhibit 2.7.1 Application Development Services SOW Exhibit 2.7.2 Application Maintenance Services SOW Exhibit 2.7.3 RESERVED Exhibit 2.7.4 RESERVED Exhibit 3 Service Levels Attachment 3-A Service Levels Matrix Attachment 3-B SLA Definitions-Tools-Methodologies Attachment 3-C Critical Deliverables Attachment 3-D Service Level Outcomes Examples Attachment 3-E Severity Levels Exhibit 4 Pricing and Financial Provisions Attachment 4-A Service Provider Pricing Forms Attachment 4-B Financial Responsibility Matrix Attachment 4-C RESERVED Attachment 4-D RESERVED Attachment 4-E RESERVED Attachment 4-F Form of Voting Invoice Exhibit 5 Human Resources Provisions Attachment 5-A Key Service Provider Personnel Attachment 5-B RESERVED Exhibit 6 Governance Model Attachment 6-A DIR Functional Organization Chart Attachment 6-B Service Management Manual Attachment 6-C RESERVED Exhibit 7 RESERVED Attachment 7-A RESERVED Attachment 7-B RESERVED Exhibit 8 Technical Solution Attachment 8-A RESERVED Exhibit 9 RESERVED Attachment 9-A RESERVED Exhibit 10 RESERVED Exhibit 11 RESERVED Exhibit 12 RESERVED Attachment 12-A RESERVED Attachment 12-B RESERVED Attachment 12-C RESERVED Exhibit 13 Reports Attachment 13-A Description of Reports Exhibit 14 Customer Satisfaction Surveys Exhibit 15 RESERVED Exhibit 16 IT Service Continuity Management Attachment 16-A Disaster Recovery Plan Exhibit 17 Safety and Security Attachment 17-A Data Security Attachment 17-B RESERVED Attachment 17-C RESERVED Exhibit 18 Exceptions to DIR Rights Exhibit 19 RESERVED Attachment 19-A RESERVED Exhibit 20 RESERVED Attachment 20-A RESERVED Exhibit 23 Termination Assistance Services Exhibit 24 Insurance and Risk of Loss Exhibit 25 Form of Work Order Exhibit 26 RESERVED Exhibit 27 Form of Non-Disclosure Agreement Exhibit C 28 Form of Limited Guarantee Guaranty Exhibit D Form of Certificate of Incorporation of 29 RESERVED MASTER SERVICES AGREEMENT This Master Services Agreement (the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "MSA" or "Agreement"), dated as of April 11, 2013, ) is entered into as of the Effective Date by and among Xxxxxxx Capital LLCbetween the State of Texas, a Delaware limited liability company acting by and through the Texas Department of Information Resources ("ParentDIR"), Mandan Acquisition Corp.with its principal place of business at 000 Xxxx 00xx Xxxxxx, a New York corporation and wholly owned subsidiary of Parent Xxxxx 0000, Xxxxxx, Xxxxx 00000, Enterprise Services, LLC, ("Merger SubService Provider"), and MOD-PAC CORPwith a principal place of business at 00000 Xxxxxx Xxxx, Xxxxxx, Xxxxx, 00000., 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.

TABLE OF EXHIBITS. Exhibit EXHIBIT REFERENCE DESCRIPTION A-1 Article 1 Initial Low-Rise Floors Premises A-2 Article 1 Initial Mid-Rise Floors Premises A-3 Article 1 Legal Description of Land A-4 Article 1 Stacking Diagram A-5 Article 3 Unique Building Features B Article 1 Workletter C Article 2 Net Rent D Article 5 Rules E Article 6 HVAC Specifications F-1 Article 6 Interior Cleaning and Trash Removal Specifications F-2 Article 8 Exterior and Window Cleaning and Maintenance Specifications G Article 6 Security Specifications H - Intentionally Omitted I Article 6 Fitness Center Services J Article 39 Intentionally Omitted K Article 7 List of Approved Contractors L - Intentionally Omitted M - Intentionally Omitted N Article 8 Base Building Conditions O Article 8 Noise Specifications P Article 9 SNDA Q-1 Article 19 Tenant Estoppel Certificate Q-2 Article 19 Landlord Estoppel Certificate R-1 Article 20 Consent to Assignment R-2 Article 20 Consent to Sublease S - Intentionally Omitted T Article 29 Permitted Title Exceptions U Article 29 Construction Schedule V Article 34 Tenant Expansion Allowance / First Proposal Allowance Amortization Schedule W Article 34 Current Market Terms X - Intentionally Omitted Y Article 29 Guaranty Z Article 34 Commissions Payable to Landlord’s Broker DEFINED TERMS Page Abandonment Tenant Condition 133 Acceptance Notice 160 Accepted Offer Space 160 Accounting Principles 12 Additional Rent 30 Adverse Condition 71 Affiliate 101 After Hours HVAC Costs 45 Alteration Work 62 ATM Service 59 Available Space 156 Base Building Conditions 71 Bicycle Parking Area 62 Brokers 139 Building 1 Building Pedestrian Entrance 51 Building Services 48 Business Day 202 calendar year in question 29 capital improvements and other capital items 21 Class A Family Shareholders Exhibit B Form Property Management Performance Standards 203 Client Funds 197 Commencement Date 3 Commencement Extension Period 4 Common Areas 2 Common Conference Center 60 Common Freight Elevator 44 Common Loading Docks 54 Comparable Building Environmental Actions 129 comparable Class A office buildings in downtown Chicago 12 comparable first class office buildings in downtown Chicago 12 comparable office buildings in downtown Chicago 12 Competitor Law Firm 39 Consensual Holdover Period 87 Consent Alteration Work 63 Construction Schedule 133 Contest 26 control 101 Controllable Operating Expenses 22 Costs of Voting Re-Letting 112 Critical Construction Milestones 133 Current Market Terms 166 Default 108 Default Rate 112 Delivery Date 33 DEFINED TERMS (continued) Page Delivery Date Schedule 32 Early Termination Date 182 Early Termination Option 182 Effective Date 1 Eighth Expansion Notice 147 Eighth Expansion Notice Deadline 148 Eighth Expansion Option 147 Eighth Expansion Premises 147 Elevator Lobby Signage Area 193 Emergency Repairs 72 Emergency Situation 71 Environmental Laws 130 Estimates 183 Excess Untenantability Relocation Costs 118 Excluded Assets 197 Excluded Parties 197 Exempt Transfer 101 Expansion Allowance 155 Expansion Improvement Notice 153 Expansion Notice 155 Expansion Notice Deadline 155 Expansion Option 154 Expansion Option Rent Commencement Date 150 Expansion Premises 154 Expansion/ROFO Offer Space 159 Expiration Date 3 Exterior Tenant Sign 191 Extra Utilities and Services 47 Fifth Expansion Notice 145 Fifth Expansion Notice Deadline 145 Fifth Expansion Option 144 Fifth Expansion Premises 145 Final Deadline 136 Final Delivery Date 33 First Contraction Effective Date 173 First Contraction Notice 173 First Contraction Option 173 First Contraction Space 173 First Expansion Notice 141 First Expansion Notice Deadline 141 First Expansion Option 141 First Expansion Premises 141 First Possible Renewal Premises 166 First Proposal Allowance 158 DEFINED TERMS (continued) Page First Proposal Rent Commencement Date 157 First Proposal Space 156 First Renewal Notice 167 First Renewal Option 166 First Renewal Premises 166 First Renewal Term 166 Fitness Center 57 Fixed/ROFO Expansion Rights 159 Fourth Contraction Effective Date 180 Fourth Contraction Notice 180 Fourth Contraction Option 180 Fourth Contraction Space 180 Fourth Expansion Notice 144 Fourth Expansion Notice Deadline 144 Fourth Expansion Option 143 Fourth Expansion Premises 143 Fourth Possible Renewal Premises 000 Xxxxxx Xxxxxxx Notice 000 Xxxxxx Xxxxxxx Option 000 Xxxxxx Xxxxxxx Premises 170 Fourth Renewal Term 170 Garage 2 Garage Rules 188 Ground Lease 90 Ground Lessor 90 Guarantor 137 Guaranty 137 Handle,” “handle,” “Handled,” “handled,” “Handling,” or “handling 130 Hazardous Materials 130 Xxxxx 18 Holdover Damages 87 Holdover Notice 87 Holidays 40 HVAC 40 Improvements 1 Initial Lease-Up Period 155 Initial Low-Rise Floors Premises 1 Initial Mid-Rise Floors Premises 1 Initial Premises 1 Initial Rent Credit 8 Initial Term Expiration Date 3 Land 1 Landlord 1, 120 Landlord Abandonment Notice 133 DEFINED TERMS (continued) Page Landlord Acquisition Date 131 Landlord Default 113 Landlord Estoppel Certificate 91 Landlord Occupancy Requirements 134 Landlord Protected Parties 79 Landlord Repair Areas 70 Landlord Repairs 70, 71 Landlord’s Actual Cost 23 Landlord’s Agent 123 Landlord’s Basic Restoration Work 73 Landlord’s Estimate Notice 167 Landlord’s Hazardous Materials 130 Landlord’s Measurement Notice 4 Landlord’s Restoration Work 73 Landlord’s Telecommunication Infrastructure 52 Laws 22 Lease 1 Lease Obligations 196 Lease Termination Notice 182 Lease Year 24 Liability Cap 135 Lines 127 LLP 196 Loading Docks 54 Low-Rise Contiguous Floors Premises 173 Low-Rise Floors 1 Low-Rise Floors Premises 1 Main Lobby 2 Major Elevator Work 48 Major Transferee 104 Material Affected Space 114 Material Building Service Failure 117 Measurement Method 6 Mid-Rise Contiguous Floors Premises 173 Mid-Rise Floors 1 Mid-Rise Floors Premises 1 Minimum Electrical Capacity 49 Monthly Parking Spaces 186 Monument 191 Mortgage 90 Mortgagee 90 Necessary Self-Help Repairs 70 Net Re-Letting Proceeds 112 Net Rent 7, 30 DEFINED TERMS (continued) Page NetPOP Rooms 52 New Final Expiration Date 185 Ninth Expansion Notice 148 Ninth Expansion Notice Deadline 148 Ninth Expansion Option 148 Ninth Expansion Premises 148 Noise Specifications 72 Offer Notice 159 Offer Space 159 Offer Space Improvement Notice 163 Offer Space Rent Commencement Date 161 Offset Dispute Notice 118 Offset Exercise Notice 118 On-Site Coffee Service 60 On-Site Food Service 58 On-Site Sit-Down Restaurant 61 Operating Expenses 11 Operating Statement 25 Other Additional Rent Paying Office Tenant 12 Other Tenant Fixed Expansion Rights 166 Other Tenant Renewal Rights 166 Other Tenant ROFO Rights 166 Outside Restoration Period 77 Partner 196 Partners 196 Permit Delays 49 Permitted Title Exceptions 131 Phase I Delivery Date 33 Phase I Segment 32 Phase II Delivery Date 33 Phase II Segment 33 Phase III Delivery Date 33 Phase III Segment 33 Plans 196 Plaza 2 Premises 1 Pre-Term Contraction Notice 172 Pre-Term Contraction Notice Deadline 172 Pre-Term Contraction Option 172 Pre-Term Contraction Space 172 Pre-Term Expansion Notice 140 Pre-Term Expansion Notice Deadline 140 Pre-Term Expansion Option 140 Pre-Term Expansion Premises 140 DEFINED TERMS (continued) Page Prime Rate 112 profit 102 Prohibited Uses 38 Property 1 Qualified Arbitrator 184 Qualified Lobby Signs of Other Tenants 193 Qualified Subtenant 95 Recognition Agreement Exhibit C Form 95 Records 28 Records Examination Request 28 Regular Business Hours 40 Regular Elevator Hours 42 Regularly Scheduled Rent Payments 111 Regulatory Authority 131 Reimbursement Costs 136 Renewal Allowance 172 Renewal Option 171 Renewal Premises 172 Renewal Rescission Notice 185 Renewal Term 171 Rent 30 Rentable Area 6 Replacement Tenants 112 Restaurant Space 60 Retail Area 39 Right of Limited Guarantee Exhibit D Form of First Proposal 155 Riser Closets 52 ROFO 159 ROFO Xxxxxxxxx 000 XXXX Xxxx 000 ROFO Exceptions 165 ROFO Period 159 Rooftop Area 189 Rules 38 Scheduled Delivery Date 33 Scheduled Eighth Expansion Delivery Date 148 Scheduled Expansion Delivery Date 154 Scheduled Fifth Expansion Delivery Date 145 Scheduled First Expansion Delivery Date 141 Scheduled Fourth Expansion Delivery Date 144 Scheduled Ninth Expansion Delivery Date 149 Scheduled Offer Space Delivery Date 160 Scheduled Phase I Delivery Date 32 Scheduled Phase II Delivery Date 33 DEFINED TERMS (continued) Page Scheduled Phase III Delivery Date 33 Scheduled Second Expansion Delivery Date 142 Scheduled Seventh Expansion Delivery 147 Scheduled Sixth Expansion Delivery Date 146 Scheduled Tenth Expansion Delivery Date 150 Scheduled Third Expansion Delivery Date 143 Second Contraction Effective Date 176 Second Contraction Notice 176 Second Contraction Option 175 Second Contraction Space 175 Second Expansion Notice 142 Second Expansion Notice Deadline 142 Second Expansion Option 142 Second Expansion Premises 142 Second Possible Renewal Premises 168 Second Renewal Notice 168 Second Renewal Option 167 Second Renewal Premises 168 Second Renewal Term 167 Segment 33 Seventh Expansion Notice 147 Seventh Expansion Notice Deadline 147 Seventh Expansion Option 146 Short Term Extension Election 185 Short Term Extension Period 185 Signage Competition Restriction 103 Signage Competition Restriction Notice 103 Sixth Expansion Notice 146 Sixth Expansion Notice Deadline 146 Sixth Expansion Option 145 Sixth Expansion Premises 145 SNDA 90 Special Xxxxxxxxxx 00 Xxxxxxxxx 00 Subject Signage Rights 103 Subject Space 92 Sundries Shop Service 58 Tax Cap Savings 27 Tax Statement 26 Taxes 8 Tenant 1 Tenant Cleaning 41 Tenant Cleaning Commencement Date 41 Tenant Conditions 131 DEFINED TERMS (continued) Page Tenant Estoppel Certificate of Incorporation 91 Tenant Freight Elevator 43 Tenant Generator 126 Tenant Insured Improvements 78 Tenant Lobby Desk 58 Tenant Protected Parties 80 Tenant Sign 191 Tenant Signs 191 Tenant Staging Area 54 Tenant’s Assets 196 Tenant’s Broker 139 Tenant’s Hazardous Materials 130 Tenant’s Measurement Notice 5 Tenant’s Occupancy Percentage 23 Tenant’s Pro Rata Share 24 Tenant’s Repairs 68 Tenant’s Statement 102 Tenth Expansion Notice 150 Tenth Expansion Notice Deadline 150 Tenth Expansion Option 149 Tenth Expansion Premises 149 Term 3 Third Contraction Effective Date 178 Third Contraction Notice 178 Third Contraction Option 178 Third Contraction Space 178 Third Expansion Notice 143 Third Expansion Notice Deadline 143 Third Expansion Option 142 Third Expansion Premises 143 Third Possible Renewal Premises 169 Third Renewal Notice 169 Third Renewal Option 169 Third Renewal Premises 169 Third Renewal Term 169 Transferee 92 Transfers 92 TTR’s 6 Unavoidable Delays 48 Unique Building Feature Square 6 Unique Building Feature Square Footage 32 Unique Building Features 31 Untenantability 115 Untenantable 115 DEFINED TERMS (continued) Page Usable Area 6 Users 186 Workletter 4 OFFICE LEASE THIS OFFICE LEASE (“Lease”) is made as of the Surviving Corporation Exhibit E Form 25th day of By-laws of August, 2005 (the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 “Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"Date”), dated as of April 11, 2013, is entered into by and among Xxxxxxx Capital between 300 LASALLE LLC, a Delaware limited liability company ("Parent"), Mandan Acquisition Corp., a New York corporation and wholly owned subsidiary of Parent ("Merger Sub"“Landlord”), and MOD-PAC CORPXXXXXXXX & XXXXX LLP, an Illinois limited liability partnership (“Tenant”)., 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.

TABLE OF EXHIBITS. Exhibit 1 Definitions Attachment 1-A Family Shareholders Common Terms and Acronyms Exhibit 2 Statements of Work Introduction Exhibit 2.1.2 Cross-Functional Services SOW Exhibit 2.2 Mainframe Services SOW Exhibit 2.3 Server Services SOW Exhibit 2.4 Data Center Services SOW Exhibit 2.6 Network Services SOW Exhibit 3 Service Levels Attachment 3-A Service Levels Matrix Attachment 3-B SLA Definitions-Tools-Methodologies Attachment 3-C Critical Deliverables Attachment 3-D Service Level Examples Attachment 3-E Severity Levels Exhibit 4 Pricing and Financial Provisions Attachment 4-A Service Provider Pricing Forms Attachment 4-B Financial Responsibility Matrix Attachment 4-C Financial Base Case Attachment 4-D Resource Baselines Attachment 4-E Service Tier Matrix Attachment 4-F Form of Voting Invoice Exhibit 5 Human Resources Provisions Attachment 5-A Key Service Provider Personnel Attachment 5-B Personnel Projection Matrix Exhibit 6 Governance Model Attachment 6-A DIR Functional Organization Chart Attachment 6-B Service Management Manual Attachment 6-C Operating Level Agreement Requirements Exhibit 7 Sites Attachment 7-A DIR Facilities Attachment 7-B Service Provider Facilities Exhibit 8 Technical Solutions Attachment 8-A Technical Solution Exhibit 9 Current and Planned Projects Attachment 9-A Project List Exhibit 10 Assets Exhibit 11 Software Assets Exhibit 12 Third Party Contracts Attachment 12-A Third Party Software Attachment 12-B Third Party Service Contracts Attachment 12-C Third Party Equipment Contracts Exhibit 13 Reports Attachment 13-A Description of Reports Exhibit 14 Customer Satisfaction Surveys Exhibit 15 Business Continuity Planning Exhibit 16 IT Service Continuity Management Attachment 16-A Disaster Recovery Plan Exhibit 17 Safety and Security Attachment 17-A Data Security Attachment 17-B Physical Security Attachment 17-C Security Assessment Exhibit 18 Exceptions to DIR Rights Exhibit 19 Transition Plan Attachment 19-A Transition Plan Milestones Exhibit 20 Transformation Plan Attachment 20-A Transformation Plan Milestones Exhibit 21 Subcontractors Exhibit 22 Managed Third Parties Exhibit 23 Termination Assistance Services Exhibit 24 Insurance and Risk of Loss Exhibit 25 Form of Work Order Exhibit 26 Form of Source Code Escrow Exhibit 27 Form of Non-Disclosure Agreement Exhibit C 28 Form of Limited Guarantee Guaranty Exhibit D 29 Form of Certificate of Incorporation of Operating Level Agreement MASTER SERVICES AGREEMENT This Master Services Agreement (the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "MSA" or "Agreement"), dated as of April 11, 2013, ) is entered into as of the Effective Date by and among Xxxxxxx Capital LLCbetween the State of Texas, a Delaware limited liability company acting by and through the Texas Department of Information Resources ("ParentDIR"), Mandan Acquisition Corp.with its principal place of business at 000 Xxxx 00xx Xxxxxx, a New York corporation Xxxxx 0000, Xxxxxx, Xxxxx 00000, and wholly owned subsidiary of Parent ACS State & Local Solutions, Inc. ("Merger SubService Provider"), and MOD-PAC CORPwith a principal place of business at 0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000., 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.

TABLE OF EXHIBITS. Exhibit 1 Definitions Attachment 1-A Family Shareholders Common Terms and Acronyms Exhibit 2 Statements of Work Introduction Exhibit 2.1 Multisourcing Service Integrator Statement of Work Exhibit 3 Service Levels Attachment 3-A Service Levels Matrix Attachment 3-B SLA Definitions-Tools-Methodologies Attachment 3-C Critical Deliverables Attachment 3-D Service Level Examples Attachment 3-E Severity Levels Exhibit 4 Pricing and Financial Provisions Attachment 4-A Service Provider Pricing Forms Attachment 4-B Financial Responsibility Matrix Attachment 4-C Financial Base Case Attachment 4-D Resource Baselines Attachment 4-E Service Tier Matrix Attachment 4-F Form of Voting Invoice Exhibit 5 Human Resources Provisions Attachment 5-A Key Service Provider Personnel Attachment 5-B Personnel Projection Matrix Exhibit 6 Governance Model Attachment 6-A DIR Functional Organization Chart Attachment 6-B Service Management Manual Attachment 6-C Operating Level Agreement Requirements Exhibit 7 Sites Attachment 7-A DIR Facilities Attachment 7-B Service Provider Facilities Exhibit 8 Technical Solutions Attachment 8-A Technical Solution Exhibit 9 Current and Planned Projects Attachment 9-A Project List Exhibit 10 Assets Exhibit 11 Software Assets Exhibit 12 Third Party Contracts Attachment 12-A Third Party Software Attachment 12-B Third Party Service Contracts Attachment 12-C Third Party Equipment Contracts Exhibit 13 Reports Attachment 13-A Description of Reports Exhibit 14 Customer Satisfaction Surveys Exhibit 15 Business Continuity Planning Exhibit 16 IT Service Continuity Management Attachment 16-A Disaster Recovery Plan Exhibit 17 Safety and Security Attachment 17-A Data Security Attachment 17-B Physical Security Attachment 17-C Security Assessment Exhibit 18 Exceptions to DIR Rights Exhibit 19 Transition Plan Attachment 19-A Transition Plan Milestones Exhibit 20 Transformation Plan Attachment 20-A Transformation Plan Milestones Exhibit 21 Subcontractors Exhibit 22 Managed Third Parties Exhibit 23 Termination Assistance Services Exhibit 24 Insurance and Risk of Loss Exhibit 25 Form of Work Order Exhibit 26 Form of Source Code Escrow Exhibit 27 Form of Non-Disclosure Agreement Exhibit C 28 Form of Limited Guarantee Guaranty Exhibit D 29 Form of Certificate Operating Level Agreement Attachment 1 Index of Incorporation of Proposal Documents MASTER SERVICES AGREEMENT This Master Services Agreement (the Surviving Corporation Exhibit E Form of By-laws of the Surviving Corporation INDEX OF DEFINED TERMS Affiliate 54 Excluded Shares 55 Agreement 1 Expenses 56 Ancillary Agreements 54 Family Corp 1 Associate 55 Family Shareholders 1 Bankruptcy and Equity Exception 13 Family Stock 1 Board of Directors 1 FCPA 17 Book-Entry Shares 3 Fee Property 19 Business 55 Financing Group 53 Business Combination Transaction 42 GAAP 14 Business Day 55 Governmental Approvals 14 Capitalization Date 11 Governmental Entity 14 Certificate 3 Grant Date 11 Change in the Company Recommendation 5 Guarantor 1 Class B Stock 1 Xxxxxx Xxxxxxx 56 Closing 2 Hazardous Substances 56 Closing Date 2 Indebtedness 56 Code 9 Indemnified Person 36 Common Stock 1 Insurance Policies 26 Company 1 Intellectual Property 56 Company Benefit Plan 20 Intervening Event 42 Company Board Recommendation 5 IRS 57 Company Contracts 25 Knowledge 57 Company Disclosure Letter 10 Law 57 Company Financial Statements 55 Laws 57 Company Intellectual Property 23 Leased Property 19 Company Related Parties 48 Liens 57 Company Shareholder Approval 27 Limited Guarantee 2 Company Shareholders Meeting 5 Material Adverse Effect 57 Company Stock 1 Merger 2 Consents 55 Merger Certificate 2 Constituent Documents 55 Merger Consideration 3 Contribution Agreement 1 Merger Sub 1 Customers 18 Minority Approval 27 Debt Commitment Letter 30 NASDAQ 58 Debt Financing 30 NYBCL 58 Debt Financing Sources 30 Order 58 Dissenting Shares 7 Parent 1 Effective Time 2 Parent Material Adverse Effect 29 Environmental Law 55 Parent-Related Parties 48 Environmental Permit 55 Parties 1 ERISA 55 Paying Agent 7 ERISA Affiliate 55 Paying Agent Agreement 7 ESPP 4 Payment Fund 7 Exchange Act 55 Permits 17 Permitted Lien 58 Special Committee 1 Person 58 Stock Option 4 Principal Shareholder Option 4 Subsidiary 59 Principal Shareholders 1 Superior Alternative 43 Proceeding 34 Superior Proposal 43 Proxy Statement 5 Suppliers 18 Public Shareholders 1 Surviving Corporation 2 Real Property 19 Takeover Proposal 42 Real Property Leases 19 Tax 59 Related Person 58 Tax Return 59 Release 58 Taxes 59 Representatives 58 Taxing Authority 59 Rollover Agreement 1 Termination Date 59 Xxxxxxxx-Xxxxx Act 16 Third Party 59 Schedule 13E-3 5 Trade Secrets 59 SEC 59 Transfer Tax 60 SEC Clearance 6 Transmittal Documents 8 SEC Reports 14 Voting Agreement 2 Securities Act 12 WARN Act 23 Senior Officer 59 Western Reserve 28 Software 59 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "MSA" or "Agreement"), dated as of April 11, 2013, ) is entered into as of the Effective Date by and among Xxxxxxx Capital LLCbetween the State of Texas, a Delaware limited liability company acting by and through the Texas Department of Information Resources ("ParentDIR"), Mandan Acquisition Corp.with its principal place of business at 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and Capgemini America, Inc., a New York Jersey corporation and wholly owned subsidiary of Parent ("Merger SubService Provider"), and MOD-PAC CORPwith a principal place of business at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000., 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.