SUPPORT AGREEMENTSupport Agreement • February 20th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York
The undersigned (the “Shareholders,” and each a “Shareholder”) understand that Vulcan Materials Company, a New Jersey corporation (“Vulcan”), and Florida Rock Industries, Inc., a Florida corporation (“Florida Rock”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), providing for, among other things, the Florida Rock Merger, in which each share of common stock, par value $0.10 per share, of Florida Rock (the “Florida Rock Common Stock”) (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, at the election of the holder thereof and subject to proration in accordance with the Merger Agreement, the Cash Consideration or the Stock Consideration. Capitalized terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER dated as of February 19, 2007 by and among VULCAN MATERIALS COMPANY FLORIDA ROCK INDUSTRIES, INC. VIRGINIA HOLDCO, INC. VIRGINIA MERGER SUB, INC. and FRESNO MERGER SUB, INC.Agreement and Plan of Merger • February 20th, 2007 • Vulcan Materials Co • Mining & quarrying of nonmetallic minerals (no fuels) • Florida
AGREEMENT AND PLAN OF MERGER dated as of February 19, 2007 (this “Agreement”) is by and among Vulcan Materials Company, a New Jersey corporation (“Vulcan”), Florida Rock Industries, Inc., a Florida corporation (“Florida Rock”), Virginia Holdco, Inc., a New Jersey corporation and a direct wholly owned subsidiary of Vulcan (“Holdco”), Virginia Merger Sub, Inc., a New Jersey corporation and a direct wholly owned subsidiary of Holdco (“Virginia Merger Sub”), and Fresno Merger Sub, Inc., a Florida corporation and a direct wholly owned subsidiary of Holdco (“Fresno Merger Sub” and, together with Virginia Merger Sub, the “Merger Subs”).
