AGREEMENT AND PLAN OF MERGER by and among DEERFIELD TRIARC CAPITAL CORP., DFR MERGER COMPANY, LLC, DEERFIELD & COMPANY LLC and TRIARC COMPANIES, INC. as Sellers’ Representative _________________________ Dated as of December 17, 2007...Merger Agreement • December 21st, 2007 • Triarc Companies Inc • Retail-eating & drinking places • New York
REGISTRATION RIGHTS AGREEMENT among DEERFIELD TRIARC CAPITAL CORP., and THE PARTIES IDENTIFIED AS THE STOCKHOLDERS ON THE SIGNATURE PAGES HERETO AND THE OTHER PERSONS WHO MAY BECOME PARTIES TO THIS AGREEMENT FROM TIME TO TIME, as Stockholders...Registration Rights Agreement • December 21st, 2007 • Triarc Companies Inc • Retail-eating & drinking places • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2007 (this “Agreement”), between Deerfield Triarc Capital Corp., a Maryland corporation (the “Company”) and the parties identified as the stockholders on the signature pages hereto and the Persons who may become parties to this Agreement from time to time in accordance with the terms of this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).
Re: Termination of Employment and Waiver of Put RightsTermination of Employment and Waiver of Put Rights • December 21st, 2007 • Triarc Companies Inc • Retail-eating & drinking places • Delaware
Reference is made to (i) the Employment Agreement, dated as of June 26, 2004 (as amended, supplemented or otherwise modified from time to time, the “Employment Agreement”), among Deerfield & Company LLC, an Illinois limited liability company (“D&C”), Deerfield Capital Management LLC, a Delaware limited liability company and a wholly owned subsidiary of D&C (“Deerfield”), and Gregory H. Sachs (“Sachs”), (ii) the Fourth Amended and Restated Operating Agreement of D&C, dated as of June 26, 2004 (as amended, supplemented or otherwise modified from time to time, the “Operating Agreement”) and (iii) the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Deerfield Triarc Capital Corp., a Maryland corporation (“DFR”), DFR Merger Company, LLC, an Illinois limited liability company and a wholly owned subsidiary of DFR (“Merger Sub”), D&C and Triarc Companies, Inc., a Delaware corporati
