North Carolina Voting Agreement between Food Lion, Inc. and ECL Investments Limited plays a crucial role in the approval process of a Plan of Merger between the two entities. This agreement outlines the terms and conditions that must be met for the merger to be approved by both parties involved. Here is a detailed description of what this voting agreement entails: 1. Purpose: The North Carolina Voting Agreement aims to regulate the voting process regarding the approval of the Plan of Merger between Food Lion, Inc. and ECL Investments Limited. It ensures that the interests of both companies and their shareholders are protected and that the merger is carried out in a fair and transparent manner. 2. Terms and Conditions: The agreement details the specific terms and conditions that must be met for the approval of the Plan of Merger. These terms may include the required majority of votes to be obtained from shareholders, the timeline for voting, procedures for proxy voting, and any other requirements set forth by the relevant state laws. 3. Shareholder Commitment: Food Lion, Inc. and ECL Investments Limited, as parties to the agreement, commit to voting in favor of the Plan of Merger. This commitment ensures that both companies actively support the merger and take necessary steps to gain shareholder approval. 4. Confidentiality: The North Carolina Voting Agreement may also include provisions that require both parties to maintain the confidentiality of any sensitive information shared during the merger process. This ensures that any proprietary or confidential information remains protected and not disclosed to any unauthorized parties. 5. Termination and Miscellaneous Clauses: The agreement may outline the circumstances under which the North Carolina Voting Agreement may be terminated. This may include a failure to obtain the required shareholder approval, breach of any terms by either party, or if the merger itself is terminated. The agreement may also include miscellaneous clauses such as governing law, dispute resolution mechanisms, and any additional provisions deemed necessary. Different types of North Carolina Voting Agreements may exist between Food Lion, Inc. and ECL Investments Limited based on the specific nature of the Plan of Merger. For example, if there are multiple stages or phases to the merger process, separate agreements may be created to address each stage's voting requirements. Additionally, if there are any specific considerations unique to the industries or regulatory environment in which the companies operate, the voting agreement may be tailored accordingly.