AGREEMENT AND PLAN OF MERGER BY AND AMONG WILD OATS MARKETS, INC., WFMI MERGER CO. AND WHOLE FOODS MARKET, INC. DATED AS OF FEBRUARY 21, 2007Agreement and Plan of Merger • February 22nd, 2007 • Wild Oats Markets Inc • Retail-convenience stores • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 21, 2007 (the “Agreement”), by and among Wild Oats Markets, Inc., a Delaware corporation (the “Company”), WFMI Merger Co., a Delaware corporation (“Merger Sub”), and Whole Foods Market, Inc., a Texas corporation (“Purchaser”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 22nd, 2007 • Wild Oats Markets Inc • Retail-convenience stores • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2007, is by and among Whole Foods Market, Inc., a Texas corporation (“Purchaser”), WFMI Merger Co., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), Wild Oats Markets, Inc., a Delaware corporation (the “Company”), Yucaipa American Alliance Fund I, L.P., a Delaware limited partnership (“YAAF”), and Yucaipa American Alliance (Parallel) Fund I, L.P., a Delaware limited partnership (“YAAF Parallel”) (each of YAAF and YAAF Parallel being referred to herein as a "Securityholder”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • February 22nd, 2007 • Wild Oats Markets Inc • Retail-convenience stores • Delaware
Amendment No. 3, dated as of February 21, 2007 (“Amendment”), to the Rights Agreement, dated as of May 22, 1998 (as heretofore amended, the “Rights Agreement), by and between Wild Oats Markets, Inc., a Delaware corporation (the “Company”) and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank Minneapolis, N.A. (the “Rights Agent”).
