AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERMEC, INC., VANCOUVER ACQUISITION CORPORATION, VOCOLLECT, INC., AND RIVERSIDE FUND IV, L.P. AND SIDNEY R. KNAFEL, TOGETHER, AS SHAREHOLDERS’ AGENT JANUARY 15, 2011Agreement and Plan of Merger • January 18th, 2011 • Intermec, Inc. • Computer peripheral equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of January 15, 2011, by and among Intermec, Inc., a Delaware corporation (“Parent”); Vancouver Acquisition Corporation, a Pennsylvania corporation (“Merger Sub”) and wholly owned subsidiary of Parent; Vocollect, Inc., a Pennsylvania corporation (“Company”); and, solely with respect to the provisions contained herein regarding the “Shareholders’ Agent” including those contained in Articles 2 (the Merger), 6 (Additional Agreements), 9 (Indemnification and Escrow Fund) and 10 (General Provisions) hereof, Riverside Fund IV, L.P., and Sidney R. Knafel (together, the “Shareholders’ Agent”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • January 18th, 2011 • Intermec, Inc. • Computer peripheral equipment, nec • Delaware
This SHAREHOLDER VOTING AGREEMENT (“Voting Agreement”) is made and entered into as of January [●], 2011, by and among, Intermec, Inc., a Delaware corporation (“Parent”), Vocollect, Inc., a Pennsylvania corporation (the “Company”) (only with respect to Section 2(b) hereof), and the undersigned shareholder (“Shareholder”) of the Company.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 18th, 2011 • Intermec, Inc. • Computer peripheral equipment, nec • Washington
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into on January 14, 2011 and to be effective on the Effective Date (as defined below) by and between INTERMEC, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
