AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 16th, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2009 • Mod Pac Corp • Paperboard mills • New York
This Indemnification Agreement (this “Agreement”) is made as of the 18th day of August, 2005 by and between MOD-PAC CORP., a New York corporation (the “Corporation”) and (“Indemnitee”), a director, officer or key employee of the Corporation.
SECURITY AGREEMENTSecurity Agreement • July 22nd, 2009 • Mod Pac Corp • Paperboard mills • New York
This Security Agreement (as the same may be amended, restated or otherwise modified, this “Agreement”) is made March 8, 2007, between MOD-PAC CORP. a New York corporation, with offices at 1801 Elmwood Avenue, Buffalo, New York 14207 (“Grantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, with offices at 50 Fountain Plaza, Buffalo, New York 14202, and its successors and assigns (“Lender”).
ROLLOVER AGREEMENTRollover Agreement • April 16th, 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 AGREEMENTForm of Voting Agreement • April 16th, 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”).
MOD-PAC CORP NON-QUALIFIED STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)Non-Qualified Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
Optionor or Company: MOD-PAC CORP Optionee: Kevin Keane Shares Optioned: Common Stock Number of Shares Optioned: 18,750 Date of Grant: February 20, 2004 Agreement Date: February 20, 2004 Expiration Date: February 20, 2014 Option Price Per Share: $8.44
ContractLimited Guarantee • April 16th, 2013 • Mod Pac Corp • Paperboard containers & boxes
MOD-PAC CORP INCENTIVE STOCK OPTION AGREEMENT (2001 STOCK OPTION PLAN)Incentive Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
Optionor or Company: MOD-PAC CORP Optionee: Daniel G. Keane Shares Optioned: Common Stock Number of Shares Optioned: 31,921 Date of Grant: January 24, 2003 Agreement Date: January 24, 2003 Expiration Date: January 24, 2013 Option Price Per Share: $5.392
TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • August 5th, 2004 • Mod Pac Corp • Paperboard mills
THIS TERMINATION AND GENERAL RELEASE (the "Termination Agreement"), dated as of July 2, 2004 (the "Effective Date") is between MOD-PAC CORP ("Mod-Pac"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("VistaPrint"), a Bermuda corporation with a registered office at Canon's Court, 22 Victoria Street, Hamilton, HM 12 Bermuda.
CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASEConfidential Separation Agreement, Waiver and Release • September 26th, 2007 • Mod Pac Corp • Paperboard mills • New York
This SEPARATION AGREEMENT, WAIVER AND RELEASE (“Separation Agreement”) is between MOD-PAC CORP., a New York corporation (“Employer”), and Larry Kessler (“Executive”).
SUPPLY AGREEMENTSupply Agreement • April 29th, 2005 • Mod Pac Corp • Paperboard mills
THIS SUPPLY AGREEMENT (this "Agreement"), dated as of the 15th day of April, 2005 (the "Effective Date"), is between MOD-PAC CORP ("Seller"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("Buyer"), a Bermuda corporation with a registered office at Canon's Court, 22 Victoria Street, Hamilton, HM 12 Bermuda.
SUPPLY AGREEMENT - NORTH AMERICASupply Agreement - North America • November 1st, 2002 • Mod Pac Corp
THIS SUPPLY AGREEMENT (this "Agreement"), effective as of the 30th day of September, 2002 (the "Effective Date"), is between MOD-PAC CORP ("Seller"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("Buyer"), a Bermuda corporation with a registered office at Cedar House, 41 Cedar Avenue, Hamilton, HM 12 Bermuda.
CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASEConfidential Separation Agreement, Waiver and Release • May 10th, 2005 • Mod Pac Corp • Paperboard mills
This SEPARATION AGREEMENT, WAIVER AND RELEASE ("Separation Agreement") is between MOD-PAC CORP., a New York corporation ("Employer"), and C. ANTHONY RIDER ("Executive").
MOD-PAC CORP. STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
Optionor or Company: Optionee: Shares Optioned: Number of Shares Optioned: Date of Grant: Agreement Date: Expiration Date: Option Price Per Share: Option Vesting Schedule -
GENERAL SECURITY AGREEMENT New YorkGeneral Security Agreement • June 14th, 2010 • Mod Pac Corp • Paperboard mills • New York
Bank/Secured Party: Manufacturers and Traders Trust Company, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, New York 14203 Attention: Office of General Counsel.
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2006 • Mod Pac Corp • Paperboard mills • New York
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of January 30, 2006 (the "Effective Date"), between MOD-PAC CORP, a New York corporation with offices at 1801 Elmwood Avenue Buffalo, New York 14207-2496 (the "Company"), and DAVID B. LUPP, an individual residing at 159 Plantation Court, East Amherst, New York 14051 ("Executive").
CREDIT AGREEMENT - Between - MOD-PAC CORP. - And - HSBC Bank USACredit Agreement • March 28th, 2003 • Mod Pac Corp • Paperboard mills • New York
AGREEMENT dated February 20, 2003 between MOD-PAC CORP., a New York corporation ("Company") and HSBC BANK USA, a banking corporation organized under the laws of New York ("HSBC Bank").
REVOLVING CREDIT AGREEMENT - Between - MOD-PAC CORP. as Borrower - And - MANUFACTURERS AND TRADERS TRUST COMPANY as LenderRevolving Credit Agreement • June 14th, 2010 • Mod Pac Corp • Paperboard mills • New York
REVOLVING CREDIT AGREEMENT (“Agreement”) dated as of June 9, 2010 between MOD-PAC CORP., a New York Corporation with its principal place of business at 1801 Elmwood Avenue, Buffalo New York 14207 (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, with a place of business at One Fountain Plaza, Buffalo, New York 14203 (together with its successors and/or assigns the “Lender”).
SUPPLY AGREEMENT -- WORLD OUTSIDE OF NORTH AMERICASupply Agreement • November 1st, 2002 • Mod Pac Corp
THIS SUPPLY AGREEMENT (this "Agreement"), effective as of the 30th day of September, 2002 (the "Effective Date"), is between MOD-PAC CORP ("Seller"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("Buyer"), a Bermuda corporation with a registered office at Cedar House, 41 Cedar Avenue, Hamilton, HM 12 Bermuda.
AMENDMENT NO. 2 TO SUPPLY AGREEMENTSupply Agreement • April 29th, 2005 • Mod Pac Corp • Paperboard mills
This Amendment No. 2 to Supply Agreement is dated as of April 15, 2005. Reference is made to the Supply Agreement dated as of July 2, 2004 between MOD-PAC CORP ("Seller"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("Buyer"), a Bermuda corporation with a registered office at Canon's Court, 22 Victoria Street, Hamilton, HM 12 Bermuda (the "2004 Supply Agreement"). Capitalized terms not otherwise defined in this letter agreement shall have the meanings ascribed to them in the 2004 Supply Agreement.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ASTRONICS CORPORATION AND MOD-PAC CORP. As of December 7, 2002 SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • December 26th, 2002 • Mod Pac Corp • Paperboard mills • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as of December 7, 2002, by and between ASTRONICS CORPORATION, a New York corporation ("Astronics"), and MOD-PAC CORP., a New York corporation ("MOD-PAC").
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • May 29th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
This FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 28th day of May, 2013, to be effective in accordance with Section 5 hereof, between MOD-PAC CORP., a New York Corporation with its principal place of business at 1801 Elmwood Avenue, Buffalo New York 14207 (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, with a place of business at One Fountain Plaza, Buffalo, New York 14203 (together with its successors and/or assigns the “Lender”).
MOD-PAC CORP.2002 Director Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
AGREEMENT, made and entered into as of the Agreement Date stated above, by and between MOD-PAC CORP., a New York corporation (“Optionor”), and the Optionee named above, a director of the Optionor;
AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 22nd, 2009 • Mod Pac Corp • Paperboard mills
AMENDMENT TO LOAN AGREEMENT dated January 14, 2008 (“Amendment Agreement”) between MOD-PAC CORP., a New York corporation (“Borrower”) and KEYBANK NATIONAL ASSOCIATION (“Lender”).
FIRST AMENDMENT Dated as of September 3, 2013 TO THE AGREEMENT AND PLAN OF MERGER Dated as of April 11, 2013, by and among ROSALIA CAPITAL LLC, MANDAN ACQUISITION CORP. and MOD-PAC CORP.Agreement and Plan of Merger • September 9th, 2013 • Mod Pac Corp • Paperboard containers & boxes
THIS FIRST AMENDMENT, dated as of September 3, 2013 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2013 (the “Merger Agreement”), is by and among Rosalia Capital LLC, a Delaware limited liability company, Mandan Acquisition Corp., a New York corporation, and Mod-Pac Corp., a New York corporation.
LOAN AGREEMENTLoan Agreement • March 9th, 2007 • Mod Pac Corp • Paperboard mills • New York
THIS AGREEMENT (as the same may be amended, restated or otherwise modified, the “Agreement”) is made this 8th day of March, 2007, between MOD-PAC CORP., a New York corporation with offices at 1801 Elmwood Avenue, Buffalo, New York 14207 (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, with offices at 50 Fountain Plaza, Buffalo, New York 14202, and its successors and assigns (“Lender”).
MOD-PAC CORP. STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
Optionor or Company: MOD-PAC CORP. Optionee: Kevin T. Keane Shares Optioned: Common Stock Number of Shares Optioned: 14,000 Non-Qualified Stock Options Date of Grant: January 6, 2005 Agreement Date: January 6, 2005 Expiration Date: January 6, 2015 Option Price Per Share: $12.80
TAX SHARING AGREEMENT BY AND BETWEEN ASTRONICS CORPORATION AND MOD-PAC CORP. AS OF DECEMBER 7, 2002 TAX SHARING AGREEMENTTax Sharing Agreement • December 26th, 2002 • Mod Pac Corp • Paperboard mills • New York
THIS TAX SHARING AGREEMENT, dated as of December 7, 2002, is by and between Astronics and MOD-PAC. Capitalized terms used herein shall have the respective meanings assigned to them in the Separation and Distribution Agreement unless otherwise defined in Article I hereof.
EMPLOYEE BENEFITS AGREEMENT by and between ASTRONICS CORPORATION and MOD-PAC CORP. Dated as of December 7, 2002 EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • December 26th, 2002 • Mod Pac Corp • Paperboard mills
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of December 7, 2002, is by and between ASTRONICS CORPORATION and MOD-PAC CORP. Capitalized terms used herein (other than the formal names of Astronics Plans (as defined below) and related trusts of Astronics) and not otherwise defined shall have the respective meanings assigned to them in Article I or as assigned to them in the Separation and Distribution Agreement (as defined below).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
INTERIM SERVICES AGREEMENT BY AND AMONG ASTRONICS CORPORATION MOD-PAC CORP. AND LUMINESCENT SYSTEMS, INC. As of December 7, 2002Interim Services Agreement • December 26th, 2002 • Mod Pac Corp • Paperboard mills
THIS INTERIM SERVICES AGREEMENT (this "Agreement"), dated as of December 7, 2002 (the "Effective Date"), by and among ASTRONICS CORPORATION, a New York corporation ("Astronics"), MOD-PAC CORP., a New York corporation ("MOD-PAC"), and LUMINESCENT SYSTEMS, INC., a New York corporation ("LSI").
CONTRIBUTION AGREEMENTContribution Agreement • April 16th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
This Contribution Agreement (this “Agreement”) is made and entered into as of April 11, 2013, by and between LeCaron Enterprises Corp., a Delaware corporation ("Family Corp."), and Rosalia Capital LLC, a Delaware limited liability company and wholly-owned subsidiary of Family Corp. ("Rosalia").
SUPPLY AGREEMENTSupply Agreement • August 5th, 2004 • Mod Pac Corp • Paperboard mills
THIS SUPPLY AGREEMENT (this "Agreement"), dated as of the 2nd day of July, 2004 (the "Effective Date"), is between MOD-PAC CORP ("Seller"), a New York corporation with a principal place of business at 1801 Elmwood Avenue, Buffalo, NY 14207, USA and VISTAPRINT LIMITED ("Buyer"), a Bermuda corporation with a registered office at Canon's Court, 22 Victoria Street, Hamilton, HM 12 Bermuda.
