AGREEMENT AND PLAN OF MERGER among USF HOLDING CORP., SYSCO CORPORATION, SCORPION CORPORATION I, INC. and SCORPION COMPANY II, LLC Dated as of December 8, 2013Merger Agreement • December 10th, 2013 • Sysco Corp • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of December 8, 2013, by and among USF Holding Corp., a Delaware corporation (“Company”), Sysco Corporation, a Delaware corporation, (“Parent”) , Scorpion Corporation I, Inc., a Delaware corporation (“Merger Sub One”) and Scorpion Company II, LLC, a Delaware limited liability company (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”). Certain capitalized terms used herein are defined in Article I.
SYSCO CORPORATION STOCKHOLDERS AGREEMENT Dated as of December 8, 2013Stockholders Agreement • December 10th, 2013 • Sysco Corp • Wholesale-groceries & related products • Delaware
STOCKHOLDERS AGREEMENT, dated as of December 8, 2013 (this “Agreement”), among Sysco Corporation, a Delaware corporation (the “Company”), Clayton, Dubilier & Rice, LLC (“CD&R”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and each of the stockholders whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(i) hereof.
