AGREEMENT AND PLAN OF MERGER AMONG DFC HOLDINGS, LLC, DFC MERGER CORP., DAVID H. MURDOCK AND DOLE FOOD COMPANY, INC. DATED AS OF AUGUST 11, 2013Merger Agreement • August 12th, 2013 • Murdock David H • Delaware
AGREEMENT AND PLAN OF MERGER dated as of August 11, 2013 (“Agreement”) among DFC Holdings, LLC, a Delaware limited liability company (“Parent”), DFC Merger Corp., a Delaware corporation (“Purchaser”), whose sole stockholder is Parent, David H. Murdock, an individual (“Murdock”), and Dole Food Company, Inc., a Delaware corporation (the “Company”).
August 11, 2013Merger Agreement • August 12th, 2013 • Murdock David H • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This side letter (this “Side Letter”) is being delivered to the Company in connection with the execution of the Merger Agreement.
EQUITY COMMITMENT LETTER AND GUARANTEE August 11, 2013Equity Commitment Letter • August 12th, 2013 • Murdock David H • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Murdock” or “Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This letter (this “Letter”) is being delivered to Parent in connection with the execution of the Merger Agreement.
