Agreement And Plan Of Merger Sample Contracts

First Priority Financial – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND FIRST PRIORITY FINANCIAL CORP. Dated as of January 16, 2018 (January 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 16, 2018, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (Mid Penn), and First Priority Financial Corp., a Pennsylvania corporation (First Priority). Certain capitalized terms have the meanings given to them in Article I.

DanDrit Biotech USA, Inc. – Agreement and Plan of Merger (January 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated January 12, 2018 (the "Effective Date"), is by and among DanDrit Biotech USA, Inc., a Delaware corporation ("Parent"), DanDrit Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Enochian Biopharma Inc., a Delaware corporation ("Company"), and Weird Science LLC, a California limited liability company and the super majority stockholder of Company (the "Majority Stockholder"). All terms defined in this Agreement are referenced in Section 1.1. Parent, Merger Sub, Company and the Majority Stockholder are each referred to as a "Party" or collectively as the "Parties."

Blackhawk Network Holdings Inc – AGREEMENT AND PLAN OF MERGER by and Among BLACKHAWK NETWORK HOLDINGS, INC., BHN HOLDINGS, INC. And BHN MERGER SUB, INC. Dated as of January 15, 2018 (January 16th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2018 (this Agreement), is entered into by and among Blackhawk Network Holdings, Inc., a Delaware corporation (the Company), BHN Holdings, Inc., a Delaware corporation (Parent), and BHN Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub and, together with the Company and Parent, the Parties and each, a Party).

Exterran Holdings – Amendment No. 1 to Agreement and Plan of Merger (January 16th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this Amendment) is made and entered into as of January 11, 2018, by and among Archrock, Inc., a Delaware corporation (Parent), Amethyst Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Parent (Amethyst Merger Sub), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

Mid Penn Bancorp – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND FIRST PRIORITY FINANCIAL CORP. Dated as of January 16, 2018 (January 16th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of January 16, 2018, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (Mid Penn), and First Priority Financial Corp., a Pennsylvania corporation (First Priority). Certain capitalized terms have the meanings given to them in Article I.

Archrock Partners, L.P. – Amendment No. 1 to Agreement and Plan of Merger (January 16th, 2018)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this Amendment) is made and entered into as of January 11, 2018, by and among Archrock, Inc., a Delaware corporation (Parent), Amethyst Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Parent (Amethyst Merger Sub), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

ZAIS Group Holdings, Inc. – Agreement and Plan of Merger by and Among Zais Group Holdings, Inc., Zgh Merger Sub, Inc., and Z Acquisition Llc Dated as of January 11, 2018 Agreement and Plan of Merger (January 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2018, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the "Company"), ZGH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and Z Acquisition LLC, a Delaware limited liability company ("Parent") of which Christian Zugel ("Zugel") is the sole managing member.

AGREEMENT AND PLAN OF MERGER Dated as of January 11, 2018 Among DST SYSTEMS, INC. SS&C TECHNOLOGIES HOLDINGS, INC. And DIAMOND MERGER SUB, INC. (January 11th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the "Company"), SS&C Technologies Holdings, Inc., a Delaware corporation ("Parent"), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub").

SS&C Technologies Holdings – AGREEMENT AND PLAN OF MERGER Dated as of January 11, 2018 Among DST SYSTEMS, INC. SS&C TECHNOLOGIES HOLDINGS, INC. And DIAMOND MERGER SUB, INC. (January 11th, 2018)

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the "Company"), SS&C Technologies Holdings, Inc., a Delaware corporation ("Parent"), and Diamond Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub").

Agreement and Plan of Merger (January 9th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 8, 2018, is entered into by and among, UNITED COMMUNITY BANKS, INC., a Georgia corporation ("UCBI"), UNITED COMMUNITY BANK, a Georgia bank ("Parent"), SYMPH ACQUISITION CORP., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Subsidiary"), NLFC HOLDINGS CORP., a Delaware corporation (the "Company"), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Stockholder Representative.

AGREEMENT AND PLAN OF MERGER BY AND AMONG APPLIED INDUSTRIAL TECHNOLOGIES, INC., FORTRESS MERGER SUB HOLDING LLC, FORTRESS MERGER SUB LP, FCX GROUP HOLDINGS, LP, FCX GROUP GP, LLC, AND HARVEST PARTNERS, LP (Solely in Its Capacity as the Sellers Representative Hereunder) January 8, 2018 (January 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated January 8, 2018 by and among Applied Industrial Technologies, Inc., a corporation organized under the Laws of the State of Ohio (Parent), Fortress Merger Sub Holding LLC, a limited liability company organized under the Laws of Delaware and a direct wholly-owned subsidiary of Parent (Merger Sub 1), Fortress Merger Sub LP, a limited partnership organized under the Laws of Delaware and a direct wholly-owned subsidiary of Parent (Merger Sub 2 and together with Merger Sub 1, the Merger Subs), FCX Group Holdings, LP, a limited partnership organized under the Laws of Delaware (the Partnership), FCX Group GP, LLC, a limited liability company organized under the Laws of Delaware (GP) and Harvest Partners, LP, a limited partnership organized under the Laws of Delaware, solely in its capacity as the Sellers Representative hereunder (the Sellers Representative).

Agreement and Plan of Merger Dated as of January 9, 2018 by and Among Meta Financial Group, Inc. Metabank, Crestmark Bancorp, Inc. And Crestmark Bank (January 9th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of January 9, 2018, by and among Meta Financial Group, Inc., a Delaware corporation (Buyer), MetaBank, a federally chartered stock savings bank and a wholly-owned subsidiary of Buyer (Buyer Bank and, together with Buyer, sometimes referred to herein as the Buyer Parties), Crestmark Bancorp, Inc. a Michigan corporation (Company), and Crestmark Bank, a Michigan state-chartered bank and wholly-owned subsidiary of Company (Company Bank and, together with Company, sometimes referred to herein as the Company Parties).

InfoSonics – Amendment No. 2 to Agreement and Plan of Merger (January 8th, 2018)

THIS AMENDMENT NO. 2, dated January 5, 2018 (this "Amendment") to the AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of July 25, 2017 and amended as of September 14, 2017 (the "First Amendment"), is made by and among Cooltech Holding Corp., a Nevada corporation (the "Company"), InfoSonics Corporation, a Maryland corporation ("Parent"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties". To the extent that capitalized terms are not defined in the text of this Amendment, such terms have the meanings set forth in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER by and Among DOMINION ENERGY, INC., SEDONA CORP. And SCANA CORPORATION Dated as of January 2, 2018 (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2018 (this Agreement), is entered into by and among DOMINION ENERGY, INC., a Virginia corporation (Parent), SEDONA CORP., a South Carolina corporation and a wholly-owned Subsidiary of Parent (Merger Sub) and SCANA CORPORATION, a South Carolina corporation (the Company).

InfoSonics – Amendment No. 2 to Agreement and Plan of Merger (January 5th, 2018)

THIS AMENDMENT NO. 2, dated January 5, 2018 (this "Amendment") to the AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of July 25, 2017 and amended as of September 14, 2017 (the "First Amendment"), is made by and among Cooltech Holding Corp., a Nevada corporation (the "Company"), InfoSonics Corporation, a Maryland corporation ("Parent"), and InfoSonics Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Parent, Merger Subsidiary, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties". To the extent that capitalized terms are not defined in the text of this Amendment, such terms have the meanings set forth in the Merger Agreement.

Juniata Valley Financial – Agreement and Plan of Merger (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 29, 2017, is made by and among Juniata Valley Financial Corp., a Pennsylvania corporation ("Juniata"), The Juniata Valley Bank, a Pennsylvania-chartered banking institution ("JVB"), and Liverpool Community Bank, a Pennsylvania chartered banking institution ("Liverpool").

Scana – AGREEMENT AND PLAN OF MERGER by and Among DOMINION ENERGY, INC., SEDONA CORP. And SCANA CORPORATION Dated as of January 2, 2018 (January 5th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 2, 2018 (this Agreement), is entered into by and among DOMINION ENERGY, INC., a Virginia corporation (Parent), SEDONA CORP., a South Carolina corporation and a wholly-owned Subsidiary of Parent (Merger Sub) and SCANA CORPORATION, a South Carolina corporation (the Company).

AGREEMENT AND PLAN OF MERGER by and Among: FP HEALTHCARE HOLDINGS, INC. FP HEALTHCARE MERGER SUB CORPORATION and CONNECTURE, INC. Dated as of January 4, 2018 (January 4th, 2018)

The address of the Corporations registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

Agreement and Plan of Merger of Arconic Inc., a Delaware Corporation, and Arconic Inc., a Pennsylvania Corporation (January 4th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of October 12, 2017 (this "Agreement"), is made by and between Arconic Inc., a Pennsylvania corporation ("Arconic Pennsylvania"), and Arconic Inc., a Delaware corporation and direct wholly owned subsidiary of Arconic Pennsylvania ("Arconic Delaware"). Arconic Delaware and Arconic Pennsylvania are sometimes referred to herein as the "Constituent Corporations."

Royale Energy, Inc. – Fifth Amendment to the Agreement and Plan of Merger (January 4th, 2018)

This Fifth Amendment to the Amended and Restated Agreement and Plan of Merger (this "Amendment") is dated as of December 28, 2017, among Royale Energy, Inc., a California corporation ("Royale"), Royale Energy Holdings, Inc., a Delaware corporation ("Parent"), Royale Merger Sub, Inc., a California corporation and a direct, wholly owned Subsidiary of Parent ("Royale Merger Sub"), Matrix Merger Sub, Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent ("Matrix Merger Sub"), and Matrix Oil Management Corporation, a California corporation ("Matrix" and, together with Matrix Merger Sub, Royale and Royale Merger Sub, the "Constituent Corporations"), and amends that certain Agreement and Plan of Merger made as of November 30, 2016, among Royale, Parent, Royale Merger Sub, Matrix Merger Sub and Matrix (as amended and restated as of December 31, 2016, the "Merger Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the respective m

Archrock Partners, L.P. – AGREEMENT AND PLAN OF MERGER by and Among ARCHROCK, INC. ARCHROCK GP LLC, ARCHROCK GENERAL PARTNER, L.P. And ARCHROCK PARTNERS, L.P. January 1, 2018 (January 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 1, 2018 (this Agreement), is entered into by and among Archrock, Inc., a Delaware corporation (Parent), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Certain capitalized terms used in this Agreement are defined in Article I.

Exterran Holdings – AGREEMENT AND PLAN OF MERGER by and Among ARCHROCK, INC. ARCHROCK GP LLC, ARCHROCK GENERAL PARTNER, L.P. And ARCHROCK PARTNERS, L.P. January 1, 2018 (January 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 1, 2018 (this Agreement), is entered into by and among Archrock, Inc., a Delaware corporation (Parent), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Certain capitalized terms used in this Agreement are defined in Article I.

AGREEMENT AND PLAN OF MERGER BY AND AMONG LIFETIME BRANDS, INC., TPP ACQUISITION I CORP., TPP ACQUISITION II LLC, TAYLOR PARENT, LLC, TAYLOR HOLDCO, LLC, AND SOLELY FOR PURPOSES OF SECTIONS 7.16, 8.02 AND ARTICLE XV, CP TAYLOR GP, LLC December 22, 2017 (December 29th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of December 22, 2017, by and among Lifetime Brands, Inc., a Delaware corporation (Buyer), TPP Acquisition I Corp., a Delaware corporation and wholly-owned Buyer Subsidiary (Merger Sub), TPP Acquisition II LLC, a Delaware limited liability company and wholly-owned Buyer Subsidiary (Buyer Survivor LLC), Taylor Holdco, LLC, a Delaware limited liability company (the Company), Taylor Parent, LLC, a Delaware limited liability company (the Seller) and solely for purposes of Sections 7.16, 8.02 and Article XV, CP Taylor GP, LLC, a Delaware limited liability company and the managing member of the Company (Taylor GP). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Schedule 1. Buyer, Merger Sub, Buyer Survivor LLC, the Company and the Seller are referred to herein collectively as the Parties and, individually, as a Party.

Solid Biosciences, LLC – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SOLID BIOSCIENCES, LLC AND SOLID GT, LLC Dated as of March 29, 2017 (December 29th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 29, 2017, by and between Solid Biosciences, LLC, a Delaware limited liability company (Bio), and Solid GT, LLC, a Delaware limited liability company (GT). Each of the parties referred to above may be referred to herein as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth on the Schedule of Defined Terms attached hereto, the terms, provisions and contents of which are hereby incorporated by reference herein and made part hereof.

Digital Power Corporation – Agreement and Plan of Merger of Dpw Holdings Inc., a Delaware Corporation, and Digital Power Corporation, a California Corporation (December 29th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of December 27, 2017 (the "Merger Agreement"), is made by and between DPW Holdings, Inc., a Delaware corporation ("DIGITAL Delaware"), and Digital Power Corporation, a California corporation ("DIGITAL California"). DIGITAL Delaware and DIGITAL California are sometimes referred to herein as the "Constituent Corporations." DIGITAL Delaware is a wholly-owned subsidiary of DIGITAL California.

Rich Cigars Inc – Agreement and Plan of Merger (December 27th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 26, 2017, is by and among First Intercontinental Technology, Inc., a newly formed Delaware corporation ("First Intercontinental Technology" or the "Holding Company"), RCGR SUB, Inc. (the "Predecessor" or "RCGR SUB"), having been renamed, immediately prior to this Holding Company Reorganization, from "First Intercontinental Technology, Inc." to "RCGR SUB, Inc.," now a Delaware corporation and hereby becoming a wholly-owned subsidiary of First Intercontinental Technology, and Intercontinental Services, Inc. (the "Merger Sub"), a Delaware corporation and prior to the effectiveness of this Agreement, being a wholly-owned subsidiary of the Predecessor.

AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2017 by and Among BOYD GAMING CORPORATION, as Parent, BOYD TCV, LP, as Purchaser, VALLEY FORGE CONVENTION CENTER PARTNERS, L.P., as the Partnership, and VFCCP SR LLC, as Selling Partners Representative (December 22nd, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of December 20, 2017 (the Effective Date) by and among Boyd Gaming Corporation, a Nevada corporation (Parent), Boyd TCV, LP, a Pennsylvania limited partnership and a wholly-owned subsidiary of Parent (Purchaser), Valley Forge Convention Center Partners, L.P., a Pennsylvania limited partnership (the Partnership) and VFCCP SR LLC, a Pennsylvania limited liability company, solely in its capacity as the Selling Partners Representative. Parent, Purchaser, Selling Partners Representative and the Partnership are each referred to individually as a party and collectively as the parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 11.01.

Agreement and Plan of Merger (December 22nd, 2017)
C&J Energy Services Ltd. – This Letter Is Being Delivered to You Pursuant to an Agreement and Plan of Merger, Dated as of October 25, 2017, by and Among C&J Energy Services, Inc., a Delaware Corporation (The Company), Caymus Merger Sub, Inc., a Delaware Corporation, O-Tex Holdings, Inc., a Texas Corporation (O-Tex), the Undersigned, a Stockholder of O-Tex, the Other Stockholders of O-Tex Party Thereto and Opus Sellers Representative LLC (The Merger Agreement). Unless Otherwise Indicated, Capitalized Terms Used Herein and Not Otherwise Defined Herein Shall Have the Meanings Set Forth in the Merger Agreement, as Applicabl (December 22nd, 2017)
General Maritime Corp – AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2017, Among EURONAV NV EURONAV MI INC. And GENER8 MARITIME, INC. (December 22nd, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2017 (this Agreement), among Euronav NV, a corporation organized under the laws of the Kingdom of Belgium (Parent), Euronav MI Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of Parent (Merger Sub), and Gener8 Maritime, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the Company). Parent, Merger Sub and the Company are each referred to herein as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.1 and elsewhere in this Agreement.

Agreement and Plan of Merger by and Among Cayan Holdings LLC, PCP MW Holding Corp., Total System Services, Inc., PCP CYN Merger Sub, Inc., MW CYN Merger Sub, LLC, and Parthenon Investors IV, L.P. (Solely in Its Capacity as Representative Hereunder) Dated December 16, 2017 (December 19th, 2017)

Total System Services, Inc., a Georgia corporation (Parent), PCP CYN Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (PCP Merger Sub), MW CYN Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Cayan Holdings LLC, a Delaware limited liability company (the Company), PCP MW Holding Corp., a Delaware corporation and Equityholder of the Company (PCP), and Parthenon Investors IV L.P., a Delaware limited partnership, solely in its capacity as the representative of the Equityholders (Representative), hereby enter into this Agreement and Plan of Merger (Agreement) on this December 16, 2017.

Agreement and Plan of Merger (December 18th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2017 (this "Agreement"), is among Campbell Soup Company, a New Jersey corporation ("Parent"), Twist Merger Sub, Inc., a North Carolina corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub," and together with Parent, the "Buyer Parties"), and Snyder's-Lance, Inc., a North Carolina corporation (the "Company"). Certain terms used in this Agreement are used as defined in Section 7.12.

AGREEMENT AND PLAN OF MERGER by and Among: THE HERSHEY COMPANY, ALPHABET MERGER SUB INC. AND AMPLIFY SNACK BRANDS, INC. Dated as of December 17, 2017 (December 18th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of December 17, 2017, by and among: THE HERSHEY COMPANY, a Delaware corporation (Parent); ALPHABET MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub); and AMPLIFY SNACK BRANDS, INC., a Delaware corporation (the Company and, together with Parent and Acquisition Sub, the Parties, and each a Party).

AGREEMENT AND PLAN OF MERGER Dated as of December 18, 2017 Among CAMPBELL SOUP COMPANY, a New Jersey Corporation, TWIST MERGER SUB, INC., a North Carolina Corporation, and SNYDERS-LANCE, INC., a North Carolina Corporation (December 18th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2017 (this Agreement), is among Campbell Soup Company, a New Jersey corporation (Parent), Twist Merger Sub, Inc., a North Carolina corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub, and together with Parent, the Buyer Parties), and Snyders-Lance, Inc., a North Carolina corporation (the Company). Certain terms used in this Agreement are used as defined in Section 7.12.

Bryn Mawr Bank Corporation – AMendment No. 1 to AGREEMENT AND PLAN OF MERGER (December 18th, 2017)

This Amendment No. 1 to aGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into on this 14th day of December 2017, by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation ("BMBC"), and Royal Bancshares of Pennsylvania, Inc., a Pennsylvania corporation ("RBPI"). BMBC and RBPI are sometimes referred to collectively herein as the "Parties" and individually as a "Party".