AGREEMENT AND PLAN OF MERGER among DARLING INTERNATIONAL INC., (Acquiror) DG ACQUISITION CORP., (Merger Sub) GRIFFIN INDUSTRIES, INC. (Company) and ROBERT A. GRIFFIN (Shareholders’ Representative)Merger Agreement • November 9th, 2010 • Darling International Inc • Fats & oils • Kentucky
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 9, 2010, is by and among DARLING INTERNATIONAL INC., a Delaware corporation (“Acquiror”), DG ACQUISITION CORP., a Kentucky corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), GRIFFIN INDUSTRIES, INC., a Kentucky corporation (the “Company”) and ROBERT A. GRIFFIN, solely for the purpose of serving, and solely in his capacity, as the Shareholders’ Representative.
ROLLOVER AGREEMENTRollover Agreement • November 9th, 2010 • Darling International Inc • Fats & oils • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of November 9, 2010, by and among Darling International Inc., a Delaware corporation ( “Acquiror”), each of the other parties listed on the signature pages hereto (each such party, including Robert A. Griffin, an “Investor” and, collectively, the “Investors”) and Robert A. Griffin, in his separate capacity as the “Investors’ Representative”.
